Along Came a Spider-Man
by Pharrowsmith
Summary: A retelling of Spider-Man's story with a few personal twists. Read to find out what will happen to the wall-crawler
1. The Average Peter Parker

_Disclaimer: I, in no way, shape or form, own, and probably never WILL own MARVEL or any of their characters. Any likeness to any real persons, living or dead, is purely coincidental. So unless that changes, this disclaimer applies to the entire story._

 _A/N: Hello boys and girls, and every other configuration of being… and welcome to my newest fresh baby-faced story and my first ever MARVEL story, and as the title suggests, this is a story about Spider-Man, but also later in the story we will get to meet another character that will change this into a Spider-Man/X-Men Cross over, so without further ado I humbly present:_

 **Along Came a Spider-Man**

 **Chapter 1: The Average Peter Parker**

" _Hard times don't create heroes. It is during the hard times when the 'hero' within us is revealed." (Bob Riley)_

When you look at a group of people, everyone's first instinct is to try to figure each person in the crowd out based on appearance, it is a simple fact of life, when you see a large man wearing a letterman jacket, your first impression of him is 'jock'. When you see girl dressed in some of the latest clothes surrounded by others like her, your first impression is 'snobby'. The list of impressions goes on and on, but what is the impression that you get from looking at that one kid who distances himself from the others, he's wearing a pair of glasses. He has earbuds in and completely ignoring what is going on around him. If he could hear, he would hear the insults from the 'jocks' and 'snobs'. Your first impression is probably, 'outcast', and in that case you would be right, but believe it or not, he is the focus of this story, and his name: is Peter Benjamin Parker.

Peter's middle name came from his Uncle Ben, whom he lived with along with his aunt may after his parents disappeared for an unknown reason, however his smarts, at least according to his Uncle, were his father's. Peter wasn't anybody special, he perfectly blended into a crowd, such as the crowd that was heading to their next classes. Peter took out his earbuds and turned into his Science class. He placed his bag on the floor and sat at his desk, and just waited for class to begin, where-as everyone else was just talking to their friends, one such person was the red head who he'd had a crush on since forever, Mary Jane Watson, her red hair framed her pretty face perfectly, her green eyes showed nothing, but happiness. Even though she was just a senior in high school, she had the body of a fully matured adult. They had known each other ever since she had moved next door to his Aunt and Uncle's house in Queens, however they only ever really talked when they got home. Not that he was complaining.

The next person to enter the room was none other than the star of the Basketball team, Flash Thompson. He had a muscular build and a buzzed haircut, everything about him radiated egotism and confidence.

"How's it going Parker?" Flash said. Oh yeah, he was also one of the people that bullied him.

"Same as usual Flash." Peter said flatly.

"Well, we've got a game tonight, so, make sure you only photograph my good side." He said.

"Why don't you leave him alone Flash?" Came another voice. This one belonged to Harry Osborne, Peter's best friend. His well-groomed features seemed to clash with his casual attire, which seemed to irk his father Norman. Despite how Harry was the son of one of the richest business men in the world, he went to a public school, Peter knew why though, evidently he purposefully got kicked out of every private school he was put in to get some attention from his father.

"Why should I rich-boy?" Flash challenged. Before Harry could respond Mary Jane intervened.

"Well Norman Osborne is a pretty powerful person, and I'm sure that if he hears that you got into a fight with his son, you'd have a hard time getting into college." She said defusing the situation. Flash just walked away saying 'whatever', and went to his seat.

"You didn't need to step in MJ, I could've handled it." Harry said.

"And get suspended three weeks before graduation?" She retorted. "You okay Pete?" She asked.

"Yeah I'm fine, just stayed up REALLY late last night." He said stifling a yawn.

"Staying up doing what?" Harry asked.

"Looking at colleges." Peter said.

"Already planning on leaving us?" MJ said with a false pouty lip. Before their conversation could continue their science teacher walked, or rather, rolled in on his wheel chair as the bell rang.

"Alright everyone, find your seats." After he said that Harry took his seat next to Peter and MJ went to her closer to the front. "As you all know, the year is almost over, and to celebrate, all the Science teachers have been allowed to take their Senior classes on a special field trip while Juniors are testing, and we have been given permission to go to the Oscorp building, where we will be given a tour by Dr. Curtis Connors himself." After looking at the confused looks on everyone's except Peter's, whose face depicted surprise, face. "And I can hear you go 'huh… who is that?', for those of you don't know, he is a former colleague of mine and the world's leading expert in herpetology, and before you ask what that is, means the study of reptiles, understand?" After seeing the blank, and unfocused faces of his class he continued with, "Good to see that we are all on the same page, now open your books to what we were on yesterday." The rest of the class spent doing book work, and after it ended Peter, Harry, and MJ said their goodbyes and went to wherever they were going.

When peter got home he saw his uncle was having some sort of issue with the TV.

"Need help with that?" He asked.

Ben looked up at his nephew and smiled. "Yes, thank you." He backed away from the television to let Peter take a look at it.

"So, what's the problem?" He asked picking up the remote having a feeling of knowing what the problem was.

"We were watching the news and suddenly this happened."

Peter nodded and pushed a button on the remote and it switched to the news station. "Problem solved, you switched it to the DVD player." He then looked around the nicely decorated house. "So… where's Aunt May?"

"She went out grocery shopping, she should be back soon… You have a good day at school?" He asked watching the news.

"More or less." He said taking a seat on the couch next to his Uncle.

"So what time do you have to be at the game tonight?" Ben asked.

"Around 7:30." He said. They then listened to the reporter on the television.

"… _Dr. Reed Richards, Mr. Ben Grim, Mr. Johnny Storm, Mrs. Susan Storm, and Victor Von Doom are planning on departing to the Von Doom Space Station later this week, when asked why Von Doom would put his faith in Richards even after NASA wouldn't, he simply said that he has faith in Richards' research. In other news Playboy and multi-billionaire Tony Stark is accused of sneaking not one, but three models into a restricted weapons facility in which-"_

"I will never understand why that Stark guy gets away with so much." Ben said shaking his head. At that moment May walked in with some bags of groceries in her hands.

"Do you two mind helping me with these?" She asked. The two got up and carried the bags into the house. After dinner, and the game, Peter decided to just go to call it a day and turn in early.

 _A/N: Well that's that for the first chapter, but don't worry Peter will be getting his powers soon enough, and I'd like to give a special thanks to Agent-G for giving me permission to write this story. Don't forget to leave a review and follow and favorite this story for early notifications as to when this story gets updated. And, I'll see you guys later… WAPOW!_


	2. Bad Trip

_A/N: Well I couldn't wait to write the second chapter of this story so I've decided to go ahead and write/post this chapter as well so YAY! Without further ado, I humbly present:_

 **Along Came a Spider-Man**

 **Chapter 2: Bad Trip**

" _The hero, it might be said, is called into being when perception of a need and the recognition of responsibility toward it are backed up by the will to act" (Mike Alsford)_

When Peter got to school he saw his science teacher and classmates waiting for the bus to take them to Oscorp. He decided to stand by Harry. He heard a lot of his classmates telling Flash how well he did at the game last night, and he saw MJ talking to her friends. Peter and Harry shared some small-talk while waiting for the bus, and when it got there, Harry caught Peter looking at MJ.

"You know you don't have a shot unless you take it right?" he whispered to his friend, catching him off guard.

"I don't know what you're talking about." Peter said.

"Pete… You are a horrible liar, I know you've had a crush on her since Middle School, so why don't you do something?" He said. Before Peter could respond MJ jumped in.

"What are you two gossip-girls talking about?" She asked.

"I was just telling Pete here that he shouldn't limit his future to photography, seriously dude, you could go to any college you wanted, and you want to be a photographer." Harry said.

"Photography is just a hobby of mine, I just don't know what I'm going to do yet." He said.

"You know who you could work for…" Harry said trying to get a reaction out of his friend.

"No way! I wouldn't be caught dead working for Jameson at the Daily Bugle." Peter said. "The guy uses rumors to sell papers, he gives a bad name to journalism."

"Well no matter what you decide to do Pete, I'm sure you'll be great at it." MJ said.

"Unless it's got something to do with athletics." Harry commented. The three sat near each other on the bus ride to Oscorp talking about what they were going to do after graduation. Harry and Peter were planning a sharing an apartment in the city while they figure out what they are going to do with the rest of their lives, MJ was still uncertain about what she was going to do, she wanted to be an actress, but she had confidence issues towards it, but Peter told her she would be great at it. Which caused her to smile, somehow Peter seemed to give her a boost when she felt low. When they arrived, they were met with a massive skyscraper _(Since I'm feeling lazy about describing it… just imagine how it looks in the Amazing Spider-Man movie)_. As soon as they entered the lobby they could already see a tiny glimpse of the technology that was here. There were holographic projectors which were showing images in sync with an automated voice telling them what Oscorp was about. Peter had been to the building before, but that was before the recent renovation that it underwent two years ago.

"I knew that they were renovating the building, but dang look at the place…" Peter said.

"I take it you're impressed." The person that approached them of average height, he was wearing a lab coat, but the thing everybody noticed about him was his missing arm. "I am Dr. Curtis Connors, and welcome to Oscorp."

"Dr. Starkey said that you study lizards for a living." Flash said. Instead of getting upset Dr. Connors merely laughed it off.

"In a manner of speaking, yes that is true, but what I am studying is far more complex, anyone care to venture a guess at just what it is?" He saw no-one was attempting, until someone in the back spoke up.

"Cellular regeneration." Peter said involuntary. Dr. Connors was impressed at his answer, normally on these tours nobody could guess what his field of study was.

"Correct, please follow me for a demonstration." He then led them to the second floor, and proceeded to go to his section of the building there were computer screens everywhere displaying different types of data. He led them to a cylindrical glass tube and typed something into the console.

"Reptiles are perhaps some of the most impressive animals to ever exist, they possess a natural ability to regrow lost limbs." The cylindrical tube showed a hologram of a lizard missing an arm, and quickly growing it back. "My plan is to eventually transfer this ability to people, as a way of not only giving wounded veterans a second chance at a normal life, but also serve as a possible cure for cellular degenerative diseases such as cancer." He finished as the hologram portraying a person regrowing a lost limb.

"However, I'm still awaiting results from your department Dr. Connors." A voice said from somewhere. Then a man walked in, he moved with a sense of power and control that seemed unbreakable, his well-groomed style also showcased his wealth.

"Mr. Osborn, how lovely of you to drop by." Dr. Connors said turning to face his employer.

"I actually need to speak to my son for a moment." Norman said looking at Harry. "Trust me it will only be a moment." He then led Harry out towards the hallway.

"So what did you need dad?" Harry said in an uninterested tone that did not go unnoticed by his father.

"Harry, I'm not going to be in charge of the company forever, I think that now that you've almost graduated High-School that you should start preparing to become CEO when the time comes." He said simply.

"Dad, I'm not even sure if I want to be in charge of the company, I mean, what if I want to make something of myself on my own?" Harry said.

"Like what then?" Norman said not really pleased with his son's response.

"I don't know, but-" Harry was cut off.

"Obviously it's a big decision so I'll give you some time to decide." Norman said walking off, leaving his son without another word. Harry just sighed and joined the tour group again.

Unlike the rest of the class, with the exclusion of MJ who was taking a bit of interest in what was happening, Peter was thrilled by what he was seeing, they had been taken to the cross-species lab and were seeing what sort of research was being done.

"This here is referred to as the Osborn-Spider, it was created hear at Oscorp nearly 18 years ago and has since been an outstanding leap forward in cross-species genetics." Dr. Connors said showing a digital display of a strange looking spider. Peter was so wrapped up in the speech that he failed to notice a small, eight legged creature land on his jacket and it was slowly making its way up to his neck.

Peter was about to ask Dr. Connors about the work being done here, until he felt a sudden sharp pain in his neck, he immediately sent his hand to grab the part of his neck where he felt the pain, only for it to immediately subside, however he began feeling very nauseous, and asked if he could leave early, after getting a strange look from the teacher he was dismissed. As he walked out he got worried looks from MJ and Harry. When he got out of the building he reached for his neck again and felt a 'bump' when he pulled the weird thing off of his neck, he saw that it was one of the spiders they were talking about during the tour. He decided he'd just head back home, however he was so dizzy that he failed to notice a car approaching him quickly. He then felt this siren-like signal go off in his brain that yelled at him to jump back, so he did and barely avoided the car.

"I'll just take the bus." He said to himself. He waited for a bus that was heading for queens, paid the driver and went home. The whole way there he kept getting those signals in his head that alerted him to danger. He was also constantly short of breath and sweating.

"What is happening to me?"

"Hey you arright man?" said someone in the seat next to Parker. "You don' look so good, man."

"I got a spider bite and now I don't feel good." Peter said wiping sweat from his forehead. The man in the seat next to him looked at him for a second, before bursting into laughter.

"Spider-Bite? Man you must have gotten some of that bad stuff." He said between fits of laughter. "My cousin Pedro sell the good stuff man. He down on 34th if you want a real trip."

Peter realized that he must've thought he was talking about some sort of drug, but to be honest it was better than nothing. When he got home he was glad that his Aunt and Uncle weren't home. He really didn't want to worry them. He started walking upstairs to his bedroom, but oddly enough his hand got stuck on the rail. After removing his hand from the rail he continued to his room thankful that the nausea was subsiding. He went over to his computer and saw that he had a message from yesterday he opened it and it said:

 _G_Stacy: Hello? How have you been?_

He decided to see if they could get into a conversation while he was starting to feel better.

 _P_Parker: Good, sorry I didn't respond sooner, just had a busy day yesterday, so how's England?_

 _G_Stacy: No problem, and well England's good… Still miss this one friend I had back in the states… You might know him, tall, dorky, clumsy. You have a lot in common with him come to think of it._

Even though they were just words on a screen… he could still feel the sarcasm.

 _P_Parker: Bet you can't guess who I got to meet today._

 _G_Stacy: Voldemort? Dracula? Van Helsing?... Sorry I've been on a monster trip lately… who?_

 _P_Parker: Dr. Curtis Connors._

 _G_Stacy: WHAT!? OMG, you are one lucky little…_

 _P_Parker: Have you thought about coming back for a visit lately?_

It took her a moment to respond.

 _G_Stacy: I wish I could, but my dad says his work here isn't done… : (_

 _P_Parker: Well I'll talk to you later… I'm feeling tired…_

 _G_Stacy: Okay… Bye : )_

 _P_Parker: Bye._

And with that he turned off his computer and went to sleep.


	3. With Great Power

_A/N: Hello and welcome back to Along Came a Spider-Man, now this chapter is going to be a bit longer than the other ones... so yeah I figured I would try to get through as much as I could of Spidey's origin as much as possible in this chapter, so without further ado… I humbly present:_

 **Along Came a Spider-Man**

 **Chapter 3: With Great Power…**

" _Life has many ways of testing a person's will, either by having nothing happen at all, or by having everything happen all at once…" Paulo Coelho_

Peter Parker woke up that next day feeling much better than he did last night, in fact, he felt better than he had his entire life. He put on his glasses, only to see his vision was heavily blurred. He checked the lenses for smudges only to see none, but oddly enough he could see better without them. He felt strong. He then reached for the door knob of his bathroom and felt it crumble under his grip, he quickly lessened his grip on the knob and carefully turned it. He then went about his morning routine, albeit learning he had to be more careful than usual, the mess he made was enough of a testament to that. He then ran down stairs to greet his Uncle Ben and Aunt May, to see them watching the news.

"… _In other news Flint Marko, who was arrested just last year for an attempted jewelry store robbery, has been released from prison today, and when asked about it, he said he was happy for another chance…_ "

"I can't believe they let that man out of jail after what he did…" May said shaking her head.

"Well May, everyone deserves a second chance, no matter what they did… Hey Peter, we didn't see you come home last night, what happened? Your teacher told us you were feeling sick."

"Yeah I was." Peter said scratching the back of his head.

"You need any medicine?" May asked.

"No actually… I feel completely fine." He said.

"Well you need a ride to school Pete?" Ben asked. Peter then checked the time and saw that he had missed the bus.

"Sure, thanks." Peter said. Then he and Ben got in Ben's old Sedan and drove off to Midtown High school. When Peter walked in the front door, he saw Harry and MJ talking, he didn't know what about, but when they saw him they rushed over to him. MJ put her hand to his forehead.

"You feeling alright Pete?" She asked. Peter just moved her hand away.

"Yeah I'm feeling fine." He said.

"You kind of left us out of no-where yesterday, what was that all about?" Harry asked.

"I just started feeling a little light headed." Peter said as the three of them roamed the halls.

"Well I hope you're over whatever it is… because we have the rope climb first period." Harry said. Earning a groan from Peter. MJ departed from the group to get to her class, leaving the two of them to get to the gym. They were changing into their gym clothes when Harry noticed something.

"Man, have you been working out?" Harry asked Peter when he saw that the once scrawny teen was now fairly muscular. Peter had to think of something quick, because he didn't think, 'I was bitten by a spider' was going to work, no matter how true it was.

"It's that obvious is it?" He said with false confidence, which thankfully Harry bought. The two of them walked into the gym to see two people climbing up the ropes as high as they could before giving up. Then their coach called out the two names of those who would climb next.

"Flash Thompson, and Peter Parker!" The coach called out. Flash's buddies started patting him on the shoulder laughing at Parker's misfortune.

"Good luck Pete." Harry said. Peter and Flash stepped up to the ropes waiting for the coach's signal to begin. As soon as he said go Peter and Flash started up the ropes, only Peter was going much faster up, like it was no trouble at all, Flash got distracted by Parker's progress and fell from the rope. Before Peter knew it he was at the top. Peter climbed down to see the confused looks on everyone's faces.

"Uh… I've been practicing?" He said shrugging.

"Parker… Nobody has made it to the top of that rope in 15 years…" The coach said. Peter just took the comment and sat down. The rest of the period was spent with everyone trying desperately to match Parker's record, all of them failing. The rest of the school day was spent somewhat the same way, Peter learned he had to get a handle on his new strength, because in every class he broke his pencils, even the mechanical ones. When he got home, Peter was just brainstorming about how he could use his new 'powers'. He looked in a magazine article and saw an advertisement for a wrestling event where they would let anybody fight and would win a cash prize if they won. He thought it was a genius idea, if he could control his powers, he could become rich off of this. He emptied out his backpack, being thankful that it was Friday, and put some clothes in there: A white hoodie, black sweatpants, and a blank white bandana. There was only one problem with his plan, he needed a ride. He knew the arena was only a couple of blocks from the library, and he knew his Uncle Ben would be willing to drive him if he thought he was going to the library. Peter felt a pang of guilt in his chest about being dishonest towards his Uncle, but he needed a ride.

"Hey Uncle Ben, could you drive me to the library?" He asked. Uncle Ben said yes, of course, and they were on their way to the library. When they arrived Peter was stopped from exiting. He looked at his Uncle in confusion.

"You're not really going to the library are you Pete?" Ben asked.

"What makes you ask that?" Peter asked feeling slightly nervous.

"Your gym teacher called me today… he told me about the rope, you know you can tell me anything, right Pete?"

"What are you talking about?" He asked his Uncle.

"Are you going to meet a drug dealer Pete?" Ben asked surprising Peter.

"What?! Where'd you get an idea like that?" Peter asked frustrated at his Uncle for suggesting like that.

"For one you felt miserable yesterday, this morning you were full of energy, you beat a school athletic record, and now you're asking to go to the library and stay till' almost 7 o' clock at night." Ben said.

"Are you serious… why don't you trust me?" Peter asked, angry at his Uncle.

"It's not that I don't trust you Pete, it's just that…" He sighed before continuing. "I know life hasn't been very fair to you, I know that, but I don't want to see you walk down a path you can't come back from Pete. You've got gifts Pete, and you need to use those gifts to improve the world." Ben smiled before continuing. "With great power, comes great responsibility Pete."

Peter however wasn't happy. "You're worried that I'm going to become some sort of criminal?!" Peter asked in anger. Before Ben could continue, Peter interrupted him. "Why don't you just let me live my life alright?!" He yelled before storming out of the car and storming up to the library, he waited till his Uncle left and started walking towards the arena, still angry. When he got there he payed the quite expensive entrance fee, and went to the locker rooms to get changed into his 'suit'. He put on his white hoodie and black pants, and he tied the white bandana around his mouth. He then got in line to fight, oddly enough there wasn't very many people, he was wondering why, until he saw someone being carried from the arena on a stretcher, screaming about their leg. Fighter after fighter, they were being defeated, and Peter was starting to think this wasn't a good idea, but he put that aside and walked up to the announcer.

"Name?" The man asked.

"Uhh…" Peter said trying to think of something. The announcer looked at him and got a weird look on his face.

"What are you, the white ninja?" Before Peter could respond the announcer spoke into the microphone.

"Ladies and gentleman… This is the final fight of the evening, will this masked warrior be able to defeat the unstoppable Bonesaw?" There was a chorus of boos "Introducing… The Spectacular White Ninja!" He shouted as the curtain opened to show Peter. He was immediately met with boo's and various ways of being told he's going to lose. He just walked up to the arena and saw what looked like a literal mountain of muscle, in front of him was a seven foot tall muscle of a man wearing a set of black wrestling gear.

"You seem a lost little man!" The giant shouted at Peter got into the ring. Suffice to say, Peter was starting to regret his decision. It was then he noticed the cage dropping down around them.

"Wait, what?! I didn't sign up for a cage match!" Peter yelled to the guys securing the cage.

"You should've checked the ad, fight # 13 is a cage match." The guy said while securing the chain. Despite Peter's complaints, they wouldn't unlock the cage.

"Hey small fry!" The behemoth that was called 'Bonesaw' yelled at him. "You ain't goin' nowhere for three minutes, that gives us plenty of play time…" He said with a sadistic smile.

"I get the feeling that our definitions of 'playing are very different, you seem like the kind of guy who plays with hammers and crowbars while I prefer my Lego's." Peter said backing into the cage wall. That was when the bell rang signaling the beginning of the match. Bonesaw charged at Peter attempting to grab him only for Peter to jump over his head and land on the adjacent wall of the cage and start holding on for dear life.

"Get down from there!" The wrestler yelled.

"No thanks sunshine, the view up here is amazing!" Peter said to him. Bonesaw then jumped to grab his foot only for Peter to jump over his head again and land in a crouch behind him.

"Quit running and face your beating like a man!" Bonesaw yelled.

"Wow great line, did your husband write it for you?" Peter taunted. Bonesaw went for another grab, and Peter jumped over his head again, however, this time Bonesaw saw it coming and grabbed him mid jump and threw him at the cage.

"Yup okay, that hurt." Peter said trying to get up, while grabbing his side. Only to be lifted over Bonesaw's head by the man himself. "Uh oh." Bonesaw then threw the smaller man to the ground. The ref then walked over to Peter.

"Do you give up guy?" Peter then looked at Bonesaw marching around the ring in victory.

"No, I can still go… I'm fine… don't worry about it." Peter said in between breaths. "This old steroid ain't got nothing on me." Bonesaw then turned around at that comment.

"What did you just call me?!" The giant yelled.

"An old steroid, what part of that didn't you like, the old, or the steroid part?" Peter taunted.

"Well it's your funeral guy." The ref said. Bonesaw then charged at Peter and Peter rolled out of the way, delivering a kick to the back of Bonesaw's leg, sending the big man down. Peter then did a backflip over his head landing in front of him and delivered a swift punch to the jaw, knocking out the professional wrestler. The audience was in silence, until they erupted into cheers.

"Ladies and Gentleman, here's your winner: The spectacular White Ninja!" The announcer yelled after getting into the ring after the cage was lifted. Peter had to admit, the name needed a bit of work. "Go see the admission guy to collect your reward." The announcer whispered to Peter. After Peter had changed back into his normal clothes he went to go collect his prize money. When the man handed him his money Peter noticed it was only one hundred.

"Get out of here kid." The guy said.

"The ad said five grand." Peter said.

"The ad said five grand for the first guy to beat him, you weren't the first fight, you were number thirteen, so you get a hundred." The guy said.

"I need the money." Peter said getting angry.

"That ain't my problem." The guy responded counting out the money in his hand. Peter just put the money in his pocket and walked away, while he was walking out someone brushed past him. Peter pushed the elevator button, and waited for the elevator to show up. He heard yelling back from where he just was, he then saw the guy who brushed past him running towards the elevator.

"Somebody stop that guy!" The admission guy yelled, but Peter just held the elevator open for him to enter.

"Thanks." The man said in a hurry to push the button.

"The hell is wrong with you kid, you let him go, with MY money!" The admission guy said covering a bruise on his head with his hand.

"That ain't my problem." Peter said smugly walking down the stairs. As far as he was concerned, that guy got what he deserved. Peter walked towards the library and saw a group of people being held back by police. He could barely make out what they were saying.

"Alright everybody give us some room!" One of the officers yelled. Peter got close enough to where he could see a body in the middle of the on-lookers, and when Peter saw who it was, his heart sank deep into the pit of his stomach.

"Alright kid stay back." Another officer told him.

"That's my Uncle!" Peter yelled pushing past them to get next to his Uncle. Ben opened his eyes to see Peter looking at him.

"Peter…" He said weakly.

"I'm right here Uncle Ben." Peter said trying to hold back tears. Ben opened his mouth to say something else, but his eyes closed before the words could form. Peter turned to the police. "What happened to him?" He asked.

"Carjacker shot him, we have officers in pursuit of him now." An officer said. Peter heard them saying something else, but, he didn't care, the sadness he felt was replaced by rage, pure rage. Peter ran to an ally where he put on the gear he wore when he was wrestling, and started climbing up the side of a building. When he got to the roof Peter started running towards the sound of sirens.

 _A/N: Well that's that for this chapter… not much really for me to say here, hope you enjoyed this chapter. Please leave a review if you have something to say, if you want to be kept in the loop if this story gets updated, slap those Fav/Follow buttons silly, and I hope to see you guys in the next chapter…WAPOW!_


	4. Comes Great Responsibility

_A/N: Hello and welcome back to Along Came a Spider-Man. Just to let you guys know, I am still going to update this story on Saturdays, but after chapter 8 Thursday is going to be the regular update day for this story. Other than that there isn't much to say beyond please enjoy this story, and please leave reviews! So without further ado… I present:_

 **Along Came a Spider-Man**

 **Chapter 4: …Comes Great Responsibility**

" _The Future Depends On What You Do Today." Mahatma Gandhi_

Peter Parker was running across the rooftops of Queens chasing the sounds of sirens with one thing on his mind: revenge. Revenge on whoever had shot his Uncle Ben, one of the kindest people he knew. He had his hood up and his bandana over his mouth. His enhanced speed allowed him to catch up with the police without issue, and he continued to follow the chase until suddenly the car thief stopped suddenly, causing the police behind him to speed past him, giving him the opportunity to drive down an ally. Peter continued to follow him until he pulled up to an old warehouse. The thief got out of the car and opened a garage door and drove the car in. Peter saw that there was a broken window near the roof of the building. He jumped over to it and carefully crawled through, careful not to make too much noise. He started crawling across the ceiling and saw a group of seven guys sitting around a large television screen and he saw the thief walk up to them.

"The hell happened to my getaway?" He asked.

"I saw a cop scoping the area, couldn't risk getting caught, but you seemed to make it out alright."

"Yeah I had to take some old dude's car, and escape the police afterwards." The thief said sitting on a couch. Then a man walked out from what looked like a back room.

"Did you get the cash?" The man asked.

"Yes Sir Mr. Dmitri." The thief said tossing him a duffle bag full of money.

"I thought I told you not to call me by my real name." the man called 'Dmitri' said, he then opened the bag and looked at the couch. "Wonderful, with what you boys have been stealing over the past week, we will be able to afford the extra muscle from The Kingpin for our bank job." The man then walked back to what Peter assumed was his office. Peter then looked around for something that would help him out. He was crouching on a support beam that ran along the ceiling. Peter then saw a brick lying on the beam, so he carefully reached over and grabbed the brick and threw it at a stack of glass bottles, shattering them on impact.

"The hell?!" One of the thugs yelled.

"It's those damn rats again." The thug that was identified as the get-away driver said. "Go check deal with 'em before they chew up a cable." Then the largest of the thugs walked over to the bottles and picked up the brick.

"Can rats throw bricks?" He said holding it up.

"Come on Mickey you know this is fallin' apart, now get back over 'ere and watch UFC." One of them said. Mickey then shrugged and dropped the brick on the ground.

"One moment I'm gonna get some snacks." He felt someone tap him on the shoulder, he turned around only to be met with a fist to his face making the room around him go black. Peter caught his body before he hit the ground to avoid making any more noise. He then set his unconscious body on the ground gently behind some crates. Peter then climbed back up to the support beams and grabbed hold of a chain, and slid down it upside down until he was behind them. He saw that on the screen that they were watching some muscular bald dude beating up another equally muscular guy with a pony tail.

"You know, I was never really in to MMA, have you gentlemen ever tried street fighting?" Peter said. They all immediately turned around and before they could react Peter jumped from the chain and landed a punch across one of their jaws. The car thief started running towards the office area while Peter started fighting the group of thugs. Peter continued to dodge there hits while landing his own. However, one thug got lucky and landed a punch to Peter's face, dazing him. At the moment they were down to three thugs, and Peter quickly recuperated and grabbed one of the wooden chairs and slammed it into one of the thugs' back, knocking him out. Peter then felt a ringing in his head that was telling him to move out of the way, so he did a backflip over the two thugs' heads and landed behind the couch they were just sitting on and pushed it into them, causing them to bend him over the couch. Peter then launched himself over the couch and landed on both of their heads.

Peter then saw the car thief slamming his hands on the office door, yelling.

"Boss! There's some sort of wacko out here-." He stopped when he heard a thud behind him. He turned around to see Peter standing behind him. They stood in silence for what seemed like several minutes before Peter said something.

"Boo!" Peter said throwing his hands out in front of him. The Thief then tried to run, but was grabbed by Peter. Peter threw him by the arm into some metal barrels. Peter then crouched over him and grabbed him by the collar with one hand and raised his other in the air and clenched his hand into a fist. "Remember that 'Old guy' you shot?!" Peter yelled aggressively.

"Wait! Just give me a chance to explain!" He pleaded.

"Did you give him a chance when you took his life? DID YOU!?" Peter yelled his voice getting angrier, and his knuckles almost tearing through his hand. Before the thief had a chance to speak Peter hoisted him against a wall still holding his fist back, and Peter was shocked when he saw who it was.

"You…" Peter said dropping him. "You're the guy who robbed the arena…" The thief, realizing he had been released, then grabbed a brick and attempted to hit his adversary. Peter recovered from his stupor quick enough to grab his wrist and twist it. After hearing cracking sounds Peter threw him into the wall and started landing consecutive punches across his face, yelling in anger. However when Peter realized what he was doing, he stopped. He looked at the man's face and saw that he had completely busted the guy's lip, nose, and forehead. After Peter recovered from the shock of what he was doing, he started using the chains to hold them in-place. After he finished with that he heard sirens coming up to the building. So Peter quickly lept out of a window and ran away from the area before the police arrived. He didn't know how long he ran for, but he was exhausted and he eventually stopped and leaned against a roof access door, and he finally broke down. He let the tears he held back earlier flow.

He remembered the last thing he said to him. Peter had snapped at him, and Ben was just looking out for him. He cried there on that roof for around three minutes before he decided that it was time to head home. He changed back into his normal clothes and went back home. When he walked through the door he saw Aunt May sitting in her chair talking to a couple of officers.

"Peter." She said looking at him, her voice shaky, it was obvious that she had been crying. After the police asked him a couple of questions, and May went to bed, Peter went upstairs to his room and got onto his computer. He saw that he got a message on a computer.

 _G_Stacy: Peter you there?_

Peter hesitated before responding.

 _P_Parker: Gwen… Ben's been shot…_

There was another pause.

 _G_Stacy: What Happened?!_

 _G_Stacy: Are You Alright?_

Seconds passed.

 _G_Stacy: Pete?_

 _P_Parker: There was a carjacker… Ben tried to stop him…._

Peter then logged off of his computer and went to sleep. Over in London, Gwen Stacy was sitting at her computer trying to comprehend what she just saw in the chat log, she was running her hands through her blonde hair. She then heard the door to the house unlock signaling her dad was home. She ran out of her room to see her dad being greeted by her little brother and her mom.

"Well isn't this a surprise, you're never happy to see me Gwen what's up?" Her father said. Gwen tried to steady her breathing and hold back the tears that were stinging, her father noticed this and started to get concerned.

"Gwen what's wrong?" He asked. The question was repeated by her two other family members.

"You remember Peter's Uncle Ben?" She asked. Still trying to hold back tears.

"How can I not, we would always talk about the latest game when you two were hanging out, what happened."

"He was shot." She said letting the tears stream down her face. Her mother brought her in for a hug, her father stood in shocked silence. The family just stood there in silence and after a while went to sleep.


	5. A New Vigilante

_A/N: Hello and welcome back ladies and gentlemen and other configurations of being. So we are finally almost through the origin part of the story! And once I finish with the origin story part completely, the update day for this story will be_ _ **THURSDAY**_ _, but until that point, the story will be updated on both Thursday's and Friday's. As always please remember to leave a review, and without further ado… I HUMBLY present:_

 **Along Came a Spider-Man**

 **Chapter 5: A New Vigilante**

" _With great power, comes great responsibility." Benjamin Parker_

Peter was currently drifting through the halls of Midtown High School, his Aunt May told him he didn't have to go to school, but he decided to go considering that it was the last couple weeks of school. He could feel the varied looks of the other students, but the most common one he saw, and perhaps the one he hated the most, was pity. Mary Jane and Harry had tried to offer him help, but he said he was fine. He was on his way to his first period class when he heard the intercom.

"Will all seniors report to the gymnasium at this time? All seniors report to the gymnasium at this time, thank you." When Peter got to the gym, he saw the rest of the senior class, as well as a bunch of stands with the names of different company's names on them.

"Any idea what this is about Pete?" Harry asked.

"Not a clue." Peter responded. They were going to keep talking, but the principle turned on his microphone and started talking.

"Everyone if would please settle down I'll explain what this is all about." He waited for everyone to stop talking before continuing. "Now, as you all know, this is your senior year, and so we, the staff, have decided to hold a career day, to help you kids decide what you're going to do with the rest of your lives, now let's get this show on the road." And with that, the principle walked away and let the students visit the random stands. At one of these stands stood two people, both of them were wearing business attire. One was a young woman with short brown hair and brown eyes, she was probably only a year older than Peter. The other was a middle-aged gentleman who had his gray hair cut into a flat-top, he also had a mustache that dominated his upper-lip.

"May I ask why we're here Mr. Jameson?" The young woman asked.

"Simple, if I can convince one of these kids to get an internship at the Bugle, that's free labor." The man said with confidence. This man was none other than the owner of the Daily Bugle, Mr. J Jonah Jameson.

"What if they expect a job?" The young woman asked again.

"I'll give them the same BS work experience speech they'd expect to hear." Jameson said putting a cigar in his mouth.

"I don't think they allow smoking sir." Jameson just growled and put the cigar in his pocket. Meanwhile Peter and Harry were still walking around the booths.

"So any of these interest you Pete?" Harry asked.

"Let's see, there's: Banking, Army, Pet Groomers, Fast Food, so… no, none at all." Peter said boredly.

"You didn't list one of them Pete." Harry then gestured towards the booth where a middle-aged man and young woman where talking about something, but when Peter recognized who the man was, he instantly told Harry to forget it.

"Come on Pete, you know you're required to at least sign one of the clipboards, and they are the only newspaper one here." Harry said. Peter was about to object, but knew he was beat and decided to walk over to the booth. "At a boy Pete." Harry said smiling as he went to find a booth. When Peter walked over Mr. Jameson had his back turned and he was talking to the girl behind him.

"-and another thing Mrs. Brant I-." Jameson stopped when he realized Peter was there, and he immediately put on a smile. "Well hello there! What's your name son?"

"Uh... Peter… Parker" Peter said.

"Jameson, J Jonah, owner of the Daily Bugle the largest news company in New York." He said proudly.

"Actually sir the New York Times beat us in sales last week." The young woman said. Jameson turned and gestured for her to 'zip-it' by running his finger across his lips, but he immediately turned around with his smile back on.

"So Beaver." Jameson said.

"Peter, sir." Peter corrected.

"Peter, you interested in working in journalism?" He asked reaching back for the clipboard.

"Well I have an interest in photography…" Peter said.

"Perfect! I've been looking for a new photographer, tell you what, come by the Bugle next week at… Brant, am I free at eleven?"

"Well, you do have a charity benefit at twelve, and-." Brant said.

"Good, come by at eleven thirty, and bring your camera, and then I'll decide if you're worth a job." He said before pulling a cigar out of his pocket. "Now if you'll excuse me, I need to step outside. Mrs. Brant here will give you the proper information. He then walked out of the gym. Then the young woman stepped forward with a slip of paper in hand.

"Well Mr. Parker, welcome to the Bugle." She said with a genuine smile, very much unlike the one Jameson was using.

"Wait, what do you mean, doesn't he still need to interview me?" Peter asked confused.

"Trust me, as long as you know how to use a camera, you'll get the job." She said. Elsewhere in the gymnasium Flash Thompson was looking around for a booth when a man in a green suit with several military medals walked up to him.

"Excuse me sir?" The man said.

"Yeah?" Flash asked.

"Tell me, have you given any thought towards your future?" The man asked handing him a packet with 'United States Military' typed on the front. After a few minutes the 'career day' ended. Peter was relieved that he had a job, but what he was really concerned with, is what to do with his new powers. He remembered what his Uncle Ben had told him, but could he really become some sort of super-hero? Was it really that simple? He had already toyed with the idea in his head last night, but he had no idea what theme he should go for.

"Hey man, you here about those thugs in the old warehouse last night?" He heard someone ask.

"Yeah they got the shit beat out of them, and they got tied up like spider food."

"Whoever did that was some sort of 'Spider-guy'." Then it dawned on Peter, 'Spider-Man', it had a nice ring to it, and it fit with how he got his powers. When he got home he began brainstorming ideas. The first thing he thought of was costume designs, he pulled out one of his red hoodies and water-proof spray paint. He then pulled up his shirt to cover his nose and began spraying a black spider onto the front and back. He then thought about how he was going to disguise his identity. He pulled out a full head mask and cut two triangular eye holes out of the mask, and filled the holes with a one-way, see-through, white material, but then he began to think about how he was going to get around quicker. He then thought of the 'spider wire' that he purchased from Oscorp for an experiment, and he still had about five boxes of the stuff. So he began making a wrist bracer with something to hold one of the canisters and a trigger to fire the webbing. He then put on his new 'costume' and began patrolling the streets, awkwardly swinging with his 'web-shooter'. He landed on a roof top and began looking around, it wasn't long until he heard a woman scream. He immediately swung in the direction of the scream.

"Please leave me alone, I swear I-I didn't see anything." The woman said to thug in front of her.

"We can't take any risks, but don't worry, you'll be well taken care of…" The thug said.

"Hold on now, let's just take a step back and a deep breath." Peter said landing behind them.

"Who the fuck are you?" the thug said.

"Well let me tell you tall, dark, and ugly, my name is Spider-Man, and it is my job to stop people like you from hurting people like her." He said pointing to the different people as he spoke.

"You can try dumb-ass!" One of the thugs shouted charging Peter. Peter ducked under his punch and fired a web line that attached his hand to a wall.

"The hell is this stuff?!" The thug yelled trying to free his hand from the substance sticking him to the wall.

"It's webbing, I don't think you wanna know what it's made of…" The guy then reached into his pocket and pulled out a pocket knife and cut the webbing off. Peter tried to web the guy again, only for the web shooter to jam, he then tried it with the other wrist, only to remember that he only had one.

"Well that sucks." He looked up just in time to avoid being slashed by the thug. "Uh Oh!" He yelled as he dodged the knife. He then turned and landed a punch to the side of the thugs head knocking him out. After he made sure the girl was alright he continued his patrol without his web-shooter, he managed to stop two convenience store robberies, and two muggings. When Peter got home he took off his costume and laid down on his bed.

"Alright, note to self, use only the extra-tensile webbing so thugs can't escape it, and improve web-shooter design to prevent jamming." He took a deep breath. "And on a side note, building a second web-shooter is probably a good idea. After he finished making his adjustments, he turned off his lights and went to bed. When he woke up in the morning he could smell his Aunt May cooking breakfast. He put on his clothes and went downstairs to say hello to May.

"Don't you have to get to school?" She asked.

"No, it's a professional development day." Peter said.

"Oh." She said handing him a plate of eggs and toast.

"Thanks." He said as he began eating.

"So what were you doing last night?" She asked making a plate for herself. Peter froze as he thought of some sort of excuse.

"Harry and I went to the movies." He said. He hated lying to her, but he didn't want her to worry her any more than she already was.

Peter finished his breakfast and went upstairs to continue working on his web-shooters when he got a call on his cell-phone.

"Hello?" Peter said putting the phone on speaker as he sat at his desk and began working.

"Hey, Pete, you see the news this morning?" He heard the voice of Harry say.

"No, I slept in, why?" Pete said.

"Evidently there's some sort of freak runnin' around calling himself the 'Spider-Man'." Harry said with a laugh.

"Really? What's he doing?" Peter said as he tried pulling out the web-canister to replace it with a better one.

"Evidently running around in a bright red hoodie beating up thugs."

"Cool he sounds like some sort of hero." Peter said struggling to remove the canister he then reached for a screwdriver and tried prying it out.

"I'm not so sure. I mean he dresses up in a hoodie and a mask and beats people in the middle of the night." Harry said laughing. While Peter was trying to pry it out he accidently stabbed the canister causing webbing to shoot out everywhere.

"So listen, me and MJ are thinking of going to go see that new Schwarzenegger film, you interested?" Harry said.

"Maybe Harry, I'm a little tied up right now, but I'll try to get there." Peter said trying to pull the webbing off of his face.

"Okay the movies at eight, be there, or be square." Harry said hanging up. After Peter managed to pry the webbing off, he began working on his new design for web shooters, when what Harry said struck him.

"So the hoodie makes me look like a thug, right…" he then reached into his box of comic books and began looking through the costumes of the heroes.

"Knights armor… Sounds heavy, Kevlar suit… where would I even get Kevlar?... Skin tight outfit, skin tight outfit, skin tight outfit, outfit made of skin, skin tight outfits everywhere." He then exhaled. "So, hello spandex." He then grabbed his jacket and wallet and walked downstairs.

"Now where you going?" May asked.

"To go pick something up." Peter said.

"But, didn't you go to the movies last night?" Peter froze.

"I didn't say that… I-I said we went to… Groovies." Peter said.

"What's Groovies?" May asked.

"It's this new karaoke restaurant that opened up." Peter was telling the truth about that, there really was a Groovies that opened up, though, he had never eaten there. Peter then said by to his Aunt and went to his destination. He walked into the store and bought two pairs of full-body spandex suits. The cashier gave him a weird look, but didn't say anything. When he got home, he didn't see May sitting where she was, so he assumed she went to the store. He went upstairs to his room and opened the door, only to see May sitting on his bed looking at his hoodie.

"Peter…" She said, it was obvious she was on the verge of crying.

"Aunt May, I can explain."

"Explain what?! That you're running around picking fights in the middle of the night like some sort of crook?!" She snapped.

"Aunt May, I know you're upset, but please let me explain." He said taking a seat next to her on his bed, and he told her everything, about how he was bitten by a spider and that gave him powers, and that he was using his powers to try for money, about why he was the reason Uncle Ben was shot, and that he swore he wouldn't let anyone else feel the pain that he felt that night. He took a moment to let May process it.

"Peter, please don't do this, I've already lost Ben, and I don't want to lose you too…" She said on the verge of crying.

"Aunt May, please." He said. He then took a deep breath. "Someone once told me that: "With great power, comes great responsibility.""

"Ben said that didn't he?" She then took a deep breath. "I can see that I can't talk you out of this, but please promise me you'll be careful."

Peter smiled. "Thank you Aunt May, and I promise." After they hugged, Aunt May went down stairs and Peter began putting the new costume together. (Since you're reading the story, I'm going to assume you know what the Spider-suit looks like.), and when he was done he began working on the improved Web-shooters, these were much smaller than the originals and would release the capsule's easier. When he was done he checked the time.

"Seven thirty, gotta get going." He said. He told Aunt May he was leaving to go see a movie with MJ and Harry. The movie itself was what you'd expect from Schwarzenegger, explosions and one-liners, but it was good none-the-less. After the movie ended he went back home and put on his costume and web shooters and leapt into the night.

"Look out New York, here comes The Amazing Spider-Man!"

 **-Secret Facility: Unknown Location-**

"Is this all the information you could gather on the new vigilante?" Said a man whose features were obscured by the darkness of the room. He was looking at a folder that contained everything they knew about the subject.

"Yes sir, but our agents are currently gathering more information as we speak." Came the voice of the other man.

"Call them off, I'm sending the Widow." The man said.

"You sure you want to send her Director? She's still dealing with that Hydra situation." The agent said.

"Tell her that as soon as she's done there to get to New York, fill her in on what we know." The man said.

"Right away Director Fury."


	6. The Amazing Spider-Man

_A/N: Hello and welcome back to the story! I just wanted to say thank you guys for the reviews and to keep them coming, they motivate me to keep writing. So other than that there isn't much else to say, so without further ado, I humbly de bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 6: The Amazing Spider-Man**

" _A man is but the product of his thoughts. What he thinks, he becomes." Mahatma Gandhi_

It had been a couple of days since Peter had taken up the mantle as Spider-Man, and to say the least, he loved it. Sure the Bugle was making things harder on him, calling him a menace and what-not, but he loved it nonetheless. It was currently night time and Peter was sitting on top of a building in his costume waiting for any sign of activity. He was using the time to think about things. He was currently on spring break and was thankful about that. Uncle Ben's funeral was in a couple of days, and Gwen told him that her and her family were going to attend it. He was glad about that, he hadn't seen her since elementary school, and it was going to be nice to see her again. He was brought out of his thoughts by the sounds of sirens. He looked down to see three police cars chasing a black muscle car.

"Will these guy's never learn that speeding is dangerous?" Peter said as he pushed off of the building and started swinging through the streets to catch up to the car. His new web-shooters looked like a watch, with the dial on the bottom of his wrist and no strap.

"Did you remember to grab the cash?" The driver asked his cohort.

"Yeah I remembered to grab the cash what do you take me for?" He said. "Where do you keep that damn shotgun? These cops are gettin' on my last nerve!"

"Check the backseat." The driver said. The passenger grabbed it and leaned out the window and was lining up a shot when the gun was suddenly grabbed for his hands.

"I'll take that." Came a voice from seemingly out of nowhere.

"The hell?!" The guy said. He looked on the roof to see a guy in a full body red and blue suit.

"Didn't your mother ever tell you not to play with guns?" Spider-Man said. The thug then started firing a pistol at Spider-Man who in turn shot a web that clogged the barrel. He then jumped onto the hood and started webbing up the windshield.

"I can't see!" The driver yelled as the car began to swerve out of control before it swerved too hard to the right causing it to go airborne.

"Uh oh…" Spider-Man said when he realized that the car was in the air. He jumped off of the car and caught it before it hit the ground.

"Yup, cars are heavy." Peter said trying to support the wait of the car. He quickly set it down on its wheels. He then jumped up and started swinging back to the top of a building. He stayed up there for a couple of minutes before he decided to call it a night. He swung back home, when he got there he changed out of his costume and went to sleep. He woke up to the sound of his alarm going off.

"What the heck?" Peter said tiredly before yawning, then it dawned on him, he had to go to the Bugle today. He quickly got dressed and checked the time, thankful that he could still get there in time. He grabbed his camera, and his Spider-Man costume, told Aunt May where he was going, and left. When he go to the Daily Bugle building he took the elevator to the top floor as the paper Jameson handed him said. When he got to the top floor, he was met with a bustling room full of reporters who were moving about. He walked up to the front desk. Betty was sitting behind the desk looking down at the papers on her desk.

"Hello, welcome to the… Oh hey, you're here." She said with a smile. "You better get in there quick, Jameson's about to blow another gasket." She said.

"But the paper said to-." Peter said. Then someone walked out of the office.

"And never come back you hear me!" The voice of Jameson boomed out. Betty nodded her head in the direction of Jameson's door and Peter walked in.

"Parker you're late!" Jameson shouted as soon as the door closed. "You're fired."

"But, Mr. Jameson you never hired me…" Peter said.

"Oh… well in that case you're hired." He said.

"Thank you Mr. Jameson." Peter said.

"You're fired, now come with me!" Jameson said getting up from behind his desk.

"Sir I…" Peter started.

"I'm going to a charity event, now come along and we'll see if you can earn that job!" Jameson said walking out. Once they got there Peter saw that it was taking place in a very elaborately decorated building. They went up to the top floor where the party was. He was taking in the decorations when Jameson started talking to him.

"Parker, take my picture with the mayor here." He said, he, the mayor, and the mayor's wife all stood together while Peter snapped the picture. "Now take my picture with this young gentleman right here." And that's when Peter realized how he was going to be spending this evening.

Elsewhere at the party. There was a man standing at the punch bowl. He was wearing the same attire as the waiters. He had a flat top and a face that was pre-maturely wrinkling. This man was none other than Flint Marko.

"Marko." Said someone.

"Yes, sir?" Marko said to his boss.

"I just wanted to let you know that I'm more than satisfied with you as an employee." The man said.

"Thank you, sir." Marko said. "I just want to put my criminal past behind me."

"That's really good, now we need two more glasses of red wine, could you go get them for me?" His boss said. Marko nodded and went to go retrieve the wine bottles, but when he walked into the storage room he felt an impact on the back of his head knocking him out.

"I'm really sorry Marko, but I needed a fall-guy, and let's face it, people will always associate your face with robberies." The voice came from the man who knocked out Marko, but he looked just like him. He then pulled out a radio.

"Alright boys, give me five minutes than we make our move, understood?" Said the strange man.

"Understood boss, but I have question, I thought this was bank job, so what gives?" Said a man with a Russian accent.

"That was just a cover up Aleksei, just to throw the cops off of our trail." He said.

"Oh… well that makes sense Dmitri." Aleksei said.

"From this moment on, you may no longer refer to me as 'Dmitri', you may only refer to me as… The Chameleon." The man said. Back at the party Peter was still tailing Jameson, taking pictures of Jameson with whoever Jameson wanted pictures taken with.

"Parker, get over here." Jameson said.

"Yes, sir?" Peter said.

"You've done a hell of a job tonight, so tell you what, you can spend the rest of the party doing whatever it is you please, go get some wine or something." Jameson said.

"I'm not old enough to drink sir." But Jameson just ignored him. Peter went over to the drink bar and ordered a soda, when he heard someone's voice.

"I'll take a vodka martini and a jager for my lady-friend here." Peter turned to his left to see someone who he vaguely recognized.

"Wait a minute are you-." Peter started.

"Tony Stark, billionaire, weapons developer, playboy, at your service." Tony said. It was clear he was already a little bit drunk.

"I'm Peter Parker, I'm a huge fan of yours sir it's an honor to meet you." Peter said.

"Well it's always a… something when I meet a fan, so tell me what you're a fan of?" Stark said.

"I'm a fan of your work into Ark reactors among other things."

"I was too, then I realized they were a dead-end. No real future in them." Stark's 'lady-friend' then walked up to him and whispered something in his ear. "Sounds fun." He then turned his attention back to Peter. "I've got to go, it was a pleasure to meet me-you, stay in school, don't do drugs, blah, blah, blah. Have a drink on me." And just like that, he was gone. After a couple of minutes passed three gun-shots rang out.

"Alright, everybody down!" Someone yelled out. "Nobody moves, nobody dies!" Peter snuck off to a bathroom to change into his Spider-Man costume.

The Chameleon, who was disguised as Marko, then pulled out his radio.

"Alright Sytsevich, you're up, start drilling into the vault, we've got them handled up here." He then pocketed his radio. "Alright everyone, this is going to be really simple, I don't get trouble from you, and you don't get trouble from me. That means, keep your hands where I can see them, if I so much as think you're reaching for your phone I'll-." He was interrupted by a yawn.

"Sorry it's just that I've heard this speech about a thousand times from movies, can you be anymore unoriginal?" Spider-Man said from above.

"Spider-Man!? What's he doing here!?" Marko (Chameleon) said. "And where's Sytsevich?! He should be done drilling by now!"

"Oh you mean the Russian guy in the basement, yeah he's kind of wrapped up in something." Spider-Man said.

"Enough of this, kill him!" The Chameleon ordered, and the thugs around unleashed a barrage of gunfire on Spider-Man, who easily dodged it. While airborne Spider-Man fired a web-line that attached itself to one of thug's chests and spun in the air, causing the thug to fly into one of his partners. Peter then quickly webbed them to the ground, immobilizing them. He then fired two web lines at two of the thugs' guns and ripped them from their hands. He then charged the third one and landed a punch to his head, knocking him out. The two other thugs tried to attack him from behind, but Spider-Man easily jumped over their heads and tied them up with webbing. When he turned to face Marko (Chameleon), he saw that he had a hostage. She was struggling to get out of his grasp.

"Now that's close enough Web-head." Marko said. Peter quickly tried to settle the situation.

"Look there's no need for hostages." He said putting his hands out in front of him.

"Oh to the contrary Spider-Man, you stopped me from getting my money, and I need a way out of here." He then pointed his handgun and fired it at a tall window, and held her out over it.

"Just put her down." Peter said.

"You know, you should really choose your words more carefully." The Chameleon said before releasing his grip on her causing her to fall. Spider-Man then dove out the window after her, he easily managed to reach and catch her. He then swung over to a nearby rooftop. After he landed he finally got a look at her, she had a very pretty face and platinum blonde hair.

"Thanks Spidey." She said. Peter couldn't help, but blush as she hugged him.

"Uh… No problem…" He said awkwardly. "W-what's your name? Since you already know mine." She simply laughed.

"Felecia, Felecia Hardy." She said. "But, what was a big, strong, guy like you doing in a place like that?" She asked.

"I was in the neighborhood. You know, you seem pretty-." He started.

"Why thank you." She said cutting him off.

"-Calm about being thrown out of the window." Peter said.

"Well that's because I knew you'd be there to catch me." She said. Peter then made sure she was alright before swinging back into the building to grab his stuff undetected, unfortunately Marko had escaped. He decided it was for the best that he just go home, when he got there, he changed into some sleep-where and went to bed.


	7. A Shocking Interruption

_A/N: Hello and welcome back to the story! Thank you guys for your support and remember: REVIEWS ARE ALWAYS WELCOME! Saying of which,_

 _ **Spiderman1fan: Oh... darn… Well at least I know for when I use her next, thanks.**_

 _ **ArthurShade: Thanks for da supporta, and don't you worry I have no plans to stop this story.**_

 _Anywho… without further ado I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 7: A Shocking Interruption**

Five people wearing orange jumpsuits walked out in front of a one-way window.

"Alright doctor, here are your five candidates." Said an officer. On the other side of the window stood two officers and a middle-aged man in a lab coat.

"Vell zen… read of ze candidates." The doctor said.

"Flint Marko, charged with: Attempted murder, attempted robbery, armed robbery; sentence: 15 years in prison." The first officer said.

"I thought he got avay?" The doctor said.

"The boys in blue caught him walking in broad daylight yesterday, evidently he was screaming how he was innocent." The second officer said.

"Number two; Aleksei Sytsevic, has several links to the Russian mob; charged with: Attempted robbery, armed robbery, countless accounts of grand larceny, the list goes on and on; sentence: 30 years in prison."

"Number three; Morrie Bench, charged with-."

"I've already made my decision." The doctor said. "Bring number two to my office."

"Sir, he is a member of the Russian mob, I don't think they're going to be too happy to have one of their boys turned into some sort of lab rat."

"You're very right, I wouldn't be…" Came the voice of someone who had just entered the room. He had a thick Russian accent. "Aleksei is one of my best men, he was one of my strongest, but when he got caught, he proved to me that he has become weak." He then looked the doctor in the eye. "Make him strong again."

"Very vell, prepare the anesthesia." The doctor said to one of his colleague that was in the room.

"No, he's the reason I'm out two million and the reason I've got Fisk breathing down my neck, he needs to be punished." The mob boss said. "No anesthetics, no putting him to sleep, I want him to be awake through the whole thing."

"Y-you do realize that this procedure involves drilling into the spinal cord, arms, and legs right? If he's awake through the whole thing, the pain would be unbearable."

"I'm well aware of this." The mob boss said before walking out of the room.

"Very vell zen." The doctor said.

 **-Elsewhere in New York-**

Peter lay in his bed wearing his costume except for his mask. He groaned as the alarm clock woke him up. He stretched his aching arms.

"What is with New York and car chases?" He asked himself. "Better question, why is that all these cars have a habit of flipping into the air?" He said. Last night he had stopped three high speed chases, all ending with him needing to catch the fore mentioned cars. He groaned as he sat up and got changed into some normal clothes. He walked downstairs to have breakfast with Aunt May.

"Morning Aunt May." He said rubbing his shoulder.

"You okay Peter?" She asked.

"Yeah, well as okay as I can be when I've been catching cars all night." He said stretching.

"Wow, that's really impressive Peter." Peter heard a voice say. He turned to see a girl his age with long blond hair, she was dressed in a light blue hoodie and blue jeans. It took Peter a moment to recognize just who it was.

"Wait a minute, Gwen?" He said.

"Took you long enough genius." She said. He immediately stood up and they hugged each other in a friendly way.

"Gwen you look…" Peter started.

"Beautiful?" She asked confidently, running her hands through her hair to add effect.

"I was going to go with dorky, but that works too." He said earning a slap to his already sore arm.

"So what's this about you 'catching cars'?" Gwen asked.

"Oh, Harry and I had one of his 'nights on the town' and he insisted on us taking different cars to-." He stopped himself after he saw the look he was getting from Aunt May. He then took a deep breath knowing he could trust her. "How long do you have?" He then told her what his night life was, and how it happened.

"Well, that… beats out what happened with me… I got a puppy." She said.

"Gwen, you have to promise not to tell anyone, alright." Peter said seriously.

"Oh really, no I was going to post it to every social media site that has ever existed and send it to every news company in the world." She said sarcastically.

"Thanks, so when did you get into town?" He asked her.

"Last night, though I pretty much fell asleep when we got to the hotel." Gwen said. Then Aunt May interjected.

"After you two finish up with breakfast, how about you show her around town Peter?" Aunt May said.

"Depends if you're up to it or not." Peter said looking at her.

"Sounds fun." She said. After they finished breakfast, Peter and Gwen walked out of the house and he started to walk around town telling each other what has happened to each other while they were separated. They were walking down a market when they heard what sounded like a gunshot and someone came flying out of the window of a jewelry store, causing everyone one the street to freeze and focus their attention on the jewelry store. Gwen looked to where Peter was standing to see no one there.

"Hand over the cash in the register NOW!" said a man in a leather jacket and ski mask he was holding a pistol to the head of the old man behind the counter.

"I'm sorry I don't think I caught that…" He said slowly reaching under the counter for a revolver he hid there.

"I'm NOT saying it again old man." The guy said. There was a loud 'bang' noise and the old man was sent into the wall behind him. The thug turned around to look at the orchestrator of this robbery. He was wearing an open black leather vest, black jeans, and black boots, underneath of which he wore a yellow padded shirt with some sort of weird gauntlets attached to them as well as a yellow full faced mask with two white eye holes.

"Just get behind the counter and grab the money." His gruff voice said. He then heard sirens. "I've got police to deal with. A cop ran through the door, aiming his pistol at the man in the yellow costume. The guy through a punch at the cop releasing a loud bang and the cop flew through the window. The guy in the padded shirt walked through the door, and attempted to punch the guy in the face, but he felt something hold his arm back.

"Whoa there… can't we just talk this out like gentlemen?" Spider-Man said from above, he had fired a web-line that attached itself to the guy's arm.

"Spider-Man… I'm not really surprised that you showed up."

"Since you know my name, can I know yours?" Spider-Man asked. The guy below him then grabbed the web-line and used it as a rope to fling Spider-Man to the ground.

"You can just call me Shocker." The guy said.

"Shocker? You couldn't come up with a better name. Really?" Spider-Man said after he got up. His spider-sense then went off in time for him to dodge an incoming air blast. "Point taken." Spider-Man said. He attempted to fire another web-line at Shocker, but the guy dodged it and fired an air-burst in response. Spider-Man then jumped over to him and attempted to kick him in the side of the head, but the guy caught his foot and fired an air-burst that Spider-Man had no chance to dodge.

"Give up?" The guy asked looming over the red and blue clad hero.

"Not yet." He then caught the guy off guard by firing web in the guy's face blinding him. Spider-Man then rolled behind him and fired two web-lines at Shocker's legs and pulled causing the thug to fall to the ground. Peter then stuck the guy to the ground using his webbing. At that moment the cops showed up.

"Finally, what took you guys so long?" Spider-Man asked.

"Freeze!" The cop yelled.

"He's not goin' anywhere, trust me." He said pointing towards Shocker.

"You in the spandex, don't move." The officer said pulling out a gun.

"What, seriously?!" Peter said throwing up his hands in surrender. The officer was about to try to arrest him until he heard the protests from the crowd he heard them all saying 'let him go.' And 'he's a hero'. "Officer I think, you've just been overruled." Peter said.

"Just go before I change my mind." He said with obvious disdain, and with that Spider-Man was off. After the crowd had cleared Peter caught up to Gwen.

"So what'd I miss?" Peter said out of breath.

"Okay I admit it, you win. You officially have the coolest job." Gwen said. The two of them continued to walk around town until it was time to head back to Aunt May's house.

 **-Secret Facility-**

"Are ve ready to begin ze procedure?" The doctor said.

"Yes, sir." An assistant said.

On the lab table lay Aleksei Sytsevic, his arms and legs were held down by leather straps. He looked around and saw the doctors with a variety of tools.

"I am to understand that this procedure is supposed to make me strong." Aleksei said. He then noticed the lead doctor filling up a syringe with some sort of fluid in it.

"Yes." The doctor said.

"Is that anesthesia?"

"No… It's a chemical zat vill temporarily deactivate your vocal cords. You're boss has specified zat as punishment for your failure, zat you are to remain fully avare of vat is happening, and ve don't vant to hear ze screams." Before Aleksei had chance to respond, the doctor injected him with the syringe, and he couldn't talk.

"Can you say anyzing?" The doctor said. After not hearing anything after Aleksei was attempting to say something. "Alright, let's start off vith ze spine." They then flipped the table over giving them access to his back. He then grabbed a drill and drilled three holes into his spinal cord. They then started putting titanium rods that stuck out two inches out of his back, and drilled them into the spine. All the while, Aleksei had a look of pure anguish on his face. They then cut along the spine and added titanium framework along his back. They repeated the same process to his arms and legs. After attaching titanium rods to the other ones to the point they were all connected, they stepped back.

"Titanium exoskeleton, complete." The doctor said.

 _A/N: For the Exoskeleton, just imagine the thing from Elysium, minus the neural interface thing._


	8. A New Face

_A/N: Hello and welcome back to the story… so guess what guys? SPRING BREAK! THAT'S WHAT! So instead of spending it outdoors or in Florida, I'll be spending… it… in… my room writing stories… wow that sounds a lot more sad written out than in my head… Anyway thank you guys for the reviews and saying of which:_

 _ **Spiderman1fan:**_ _Thanks for all the reviews… and yeah, I may have gone a bit 'over board' with the 'punishment', but I wanted there to be a bit of sympathy for him._

 _ **ArthurShade:**_ _Thanks._

 **Along Came a Spider-Man**

 **Chapter 8: A New Face**

Aleksei Sytsevich was standing in a bathroom looking at himself in the mirror. He listened to the whirring sound as he moved his arms, seeing the titanium exoskeleton that was attached to his skeleton. It had been three days, five hours, and thirty two minutes since the procedure… not like he was counting or anything. They had moved him and the other four 'candidates' to some sort of facility. He heard the sound of the door open and saw the doctor enter the room.

"Sytsevich, ve need in ze testing room." The doctor said. Aleksei simply nodded and followed. The two walked in silence for some time, until the doctor asked him about something he had noticed during the procedure.

"If you don't mind me asking, vats vith the tattoo? It's very peculiar." The doctor asked. Gesturing to the rhinoceros tattoo on his arm.

"My daughter, she always used to call me, 'the rhino', she'd say I was big, strong…" He then chuckled. "And very wrinkly." Aleksei said. The doctor looked at the six foot five man next to him and could easily understand why that was.

"Your record never mentions a daughter, vat happened?" The doctor asked. Aleksei's face fell.

"Let me just put it like this, being in the mob, comes with its own fair share of risks." He said. It wasn't too much longer that they arrived at the testing facility.

"Just step in zere. Oh and one more thing, I'm sorry about vat happened during ze procedure, it vasn't my choice." The doctor said.

"Don't worry, it's not you I'm pissed at." Aleksei said entering the room. When he entered the large room, the first thing he noticed was that it was completely empty save for a single car. It wasn't too long before the doctor's voice rang out across the PA system.

"Alvight, for your first test, it's quite simple, I vant you to lift zat car." The doctor said.

"Sure as long as it's easy." Aleksei said sarcastically. He knelt down in front of the front of the hood of the car and put his hands underneath it. He began to stand up, and found that, surprisingly, the car lifted with almost no effort.

"Can you throw it?" The doctor asked. And surely enough, Aleksei was more than capable of throwing the car, in fact, he threw the car with so much force that it flattened against the back wall when it hit. Aleksei took one more look at the exoskeleton attached to his body.

"I think I could get used to this…" He said.

"Thank you, that'll be all for now, please valk towards ze door and enter ze observation room." The doctor said. Aleksei nodded and walked into the observation room. When he walked in he saw several doctor taking notes on clipboards.

"What is it doctor?" Aleksei asked.

"Ve need you to look at somezing." He then showed him schematics for a large metal suit that looked like oversized knights armor. "So vat do you zink?"

"It's only missing one thing…" Aleksei said.

"And vat is zat exactly?" The doctor asked. He looked at the schematics, they had the best robotics engineers in the world design the suit, what could possibly be missing?

"Give it a horn." He said simply. Turning to leave the room.

"I'm sorry vat?" The doctor asked.

"A long horn on the forehead." He said. The doctor then looked at the rhino tattoo on his arm and realized what he was meaning.

"Sure zing." The doctor said nodding.

 **-Manhattan Island: Night time-**

It was dark, raining, and freezing, but the young woman who was walking through the rain didn't care, all she wanted to do was just get away from what happened. Her torn clothes were completely soaked through. Her short brown and white hair was completely matted against her pale skin. She had cuts all over her body. Her teeth were chattering, she was in a city she knew nothing about, and her life back home was completely ruined. To put it simply, her life sucked. She was walking down the sidewalk and she heard three sets of footsteps tailing her. She just ignored them, hoping they would go away, those hopes were dashed when she was suddenly pushed into an ally way against a wall.

"Well hey there… what's a pretty thing like you doing out her in the rain?" The guy who had her against the wall asked.

"P-please, j-just l-l-leave m-meh alone…" She said through chattering teeth trying to struggle against his grip, but she knew that she wouldn't be able to break his grip.

"Ooh up from the south are we, a girl like you would be pretty valuable out here." Said one of the others.

"N-no, p-please don't…" She said trying even harder to break his grip. Then suddenly there was the sound of something landing behind the thugs.

"Now, call me old fashioned, but, when a girl says to leave her alone, you leave her alone." Said a man in a red and blue skin tight outfit with a spider on the chest.

"Shit, it's the Spider!" One of the thugs said. He went to swing at Spider-Man, but he easily dodged it, and kicked the guy into the wall and webbed him to it. He easily subdued the other two and webbed them to the walls. He then turned his attention to the girl sitting curled up in a ball against the wall. The most striking thing about her was the white streak in her brown hair.

"You alright?" He said kneeling down offering her a hand that she immediately shied away from.

"DON'T TOUCH MEH!" She yelled still shivering.

"Woah, calm down, I'm not going to hurt you." Spider-Man said. He took off his mask showing his face. "See I'm just a normal guy."

"I'm not worried about you hurting meh…" She said looking down. He then noticed some blood leaking down her arm.

"You're bleeding!" He said. "Come on need to get you to a hospital." He said leaning down to pick her up.

"Please, no hospitals!" She yelled. Peter thought about it a moment.

"Well… my aunt took some nursing classes…" He said. "I guess I could take you to her…"

"W-why do you want to help me so much?" The girl asked.

"Because, helping people is what I do." He said putting on his mask again. He then offered her his gloved hand. She hesitantly took it and he lifter her up to where she was laying on his back.

"Now, uh, hang on tight okay." He said.

"Why do I need ta hold on ti-." She didn't get to finish as Peter leapt into the air and started swinging. She clenched her eyes shut as she felt the rain and wind whip at her face.

"What is this?!" She yelled.

"Uh, sorry it's sort of how I get around… I never did catch your name by the way." Peter said taking a quick break on a roof top.

She hesitated before answering. "Rogue, it's Rogue."

"Well that's… unique." He said. He then offered her his hand again. This time she accepted it without hesitation and they managed to get to a nice little neighborhood a few minutes after the rain stopped. He then took them through his bedroom window and led her downstairs.

"Aunt May." He called out while walking downstairs after he took his mask off.

"Down here Peter… oh who's your friend?" She asked after she saw Rogue.

"Uh… she was getting mugged by some guys, she needs help, and she refuses to go to a doctor." He said. Rogue was really shy about being in a stranger's house, at least until she heard what he said next.

"Well bring her over here then, let me see what's wrong." Aunt May said. Rogue was shocked, she was just willing to help, just like that? Why? She walked over and sat down in front of the older woman, but when May reached out, Rogue just pulled her arms back. Earning a confused look from May.

"S-sorry, it's just that, when people touch my skin… they… get hurt." Rogue said. May just nodded and put on some gloves. She then took a look at the cuts on her arms.

"Well, most of them aren't too bad, but this one on your forearm will need to be cleaned and bandaged." May said referring to the one that was bleeding. She then looked at Peter who looked like he was on the verge of passing out. "Peter, you look tired, why don't you go to bed?" Peter looked at Rogue, but knew she was in good hands.

"Good night." Peter said walking upstairs. He changed out of his costume, and went to sleep.

Meanwhile, elsewhere in New York, George Stacy was in his hotel room packing his bags. Ben's funeral was two days ago, and they needed to get ready to start going back to London. Gwen didn't like it, but he knew that she really wasn't his biggest fan to begin with. He was almost done packing when he got a call on his phone.

"Hello?... Yes this is George Stacy… I'm sorry what?... A job?... Chief of Police… I'll certainly take it into consideration, thank you." He then hung up the phone.

"Well, maybe it isn't too late to start repairing my relationship with my daughter afterall." He said before he finished up packing and went to sleep.


	9. Getting to Know Rogue

_Hello and welcome back to the story! As always please remember to keep those reviews coming! Saying of which:_

 _ **Spiderman1fan:**_ _Glad you liked the addition of Rogue… and you may or may not have called the whole Xmen thing…_

 _ **ArthurShade:**_ _Nice._

 _So other than that I'm actually issuing a challengy thingy for you guys to see if anyone can guess which villain, will make an appearance next, and here's your hint… he isn't someone who has made an appearance in this story yet. So without further ado… I humbly bumbly present:_

 **Along Came Spider-Man**

 **Chapter 9: Getting to Know Rogue**

Peter was woken up by the sound of someone knocking on his door. He groggily said 'come in' and he saw Rogue shyly walk in.

"Did ah wake you?" Rogue asked from around the door.

"No you're fine… what's up?" Peter asked yawning.

"You're aunt went out, and ah didn't really feel like being alone." She said.

"Well come on in, we can watch TV if you want, just give me a chance to brush my teeth and all that." Peter said heading into his bathroom. Rogue nodded and turned on the TV and started watching. After a couple of minutes Peter walked out of his bathroom.

"Hey, what are these things?" Rogue asked holding what looked like a tiny metallic spider.

"Oh just a little project I'm working on, I call them Spider-Tracers, the plan is to attach them to police antennas so I can hear when there's problems going on." He explained picking up one of them. "I've just been having problems getting them to pick up signals."

"Ah…" Rogue said.

"Well I must admit you look a lot better than you did last night." Peter said. "Uh... no offense by the way…" He tried recovering.

"None taken, you look better too, then again… not many people can really pull off red and blue tights." Rogue said smirking.

"A joke huh... you're definitely feeling better." Peter said.

"So do you have a job or anything?" Rogue asked.

"Yeah I'm a photographer at the Bugle." Peter said. "I sell photos of Spider-Man to them."

"But aren't you Spider-Man?" Rogue asked.

"Yup." Peter answered. "So, if you don't mind me asking… What's your story?" He asked.

"Huh?" Rogue asked brushing her bangs out of her face.

"I mean you had to be out in the rain for a reason right?" Peter asked, almost immediately regretted it when he saw the look on her face. "I'm sorry, you don't have to say anything if you don't want to…"

"No… its fahne… It's just that… It's not a happy story." She said.

"I used to live down in Mississippi, me and mah boyfriend were in mah room…" She ignored the eye roll from Peter. "He moved in teh kiss meh, but when his hand touched mine… he… went into a coma… about a week later, strange people started teh ask meh questions, so I ran, and ran, and ran… and eventually I got teh New York… Thanks by the way." Rogue said.

"Thanks for what?" Peter asked.

"Thanks for saving meh from those assholes last night." Rogue said.

"No problem." He said. At that moment Aunt May walked in.

"Oh, it's nice to see you two getting along." May said. "Peter if you don't mind I told Rogue I'd take her shopping for some clothes." Peter just nodded and laid down on his bed.

"And remember to take it easy tonight Peter." May said in a warning tone. Peter nodded and tried falling asleep. While Rogue and May were in the car, Rogue heard something in her head.

("Rogue, can you hear me?") The voice in her head said.

'Ah know for a fact that ah'm not crazy enough to have voices in meh head.' Rogue thought.

The voice just chuckled. ("Don't worry Rogue allow me to introduce myself, I am Professor Charles Xavier, and I'm a mutant, like you.")

'A what?'

("A mutant, someone born with extraordinary gifts, for example, I am a telepath, I can read and communicate with minds, like what we are doing right now.") Rogue relaxed a bit after realizing that she wasn't crazy.

'If you knew what mah 'power' was… you wouldn't call it a gift.'

("I know what your power is Rogue, you can't have physical contact with anyone, if you do, you not only absorb their life force, but their memories as well. I own a school for people like you and I, where I teach young mutants to control their powers.")

'It sounds too good to be true…' Rogue doubted a place that sounded so fantastic could be real.

("Why don't I arrange a visit for you then, just so you could see for yourself?")

'I don't know…'

("Don't worry you can bring Peter along if that would make you feel more comfortable.")

'How'd you know about Peter?'

("I've been keeping an eye on you ever sense your powers manifested, and I saw what he did last night.")

'Well… Okay, only if Peter can come along.' Rogue said. It wasn't that she didn't trust the Professor She'd simply just feel safer if Peter was there with her.

"Rogue dear, are you alright? You're being very quiet." May asked.

"Huh… Oh yeah ah'm fahne." Rogue said. "Just thinkin' is all."

"Okay, it just looked like you were having a conversation with someone." May said causing Rogue to slightly blush in embarrassment. After a moment passed May spoke again.

"I'm so sorry about what happened to you Rogue." May said placing her hand on Rogue's gloved one.

"It's fahne." Rogue said.

"I'm wondering why you didn't tell Peter." May said.

"What? Ah did tell him." Rogue said.

"You didn't tell him everything." May said, and Rogue's face fell.

"He seems like he has enough on his mind." She said.

"That he does."

Peter was in his room working on his Spider-Tracers when he got a call. When he saw it was Gwen he hit answer and put it on speaker.

"Hey Gwen, you make it back to London okay?" Peter asked.

"Yup, we're back, and by what my father told me, we'll back in the states next month." Gwen said excitedly.

"What do you mean?" Peter asked before taking a drink of water.

"My father said he might become chief of police in Manhattan." Gwen said causing Peter to nearly choke on his water.

"Uh… You okay Peter?" Gwen asked.

*cough*"Yeah, but, uh Gwen, you do remember cops aren't my biggest fans right.

"Oh… yeah… forgot…" Gwen said awkwardly.

"Well I look forward to seeing you again." Peter said cleaning his desk.

"Same hear, bye."

"Bye." Peter said hanging up and getting back to work on his tracers. He turned on his pocket radio that would be attached to a belt and a tracer that was synched to it. He was silent as he waited, then he heard it, it was faint, but it was there. He turned off the radio and jumped out of his chair in celebration.

"YES!" He then put on his costume and belt and grabbed the tracers and, making sure the coast was clear, jumped out of the window to get to work setting them up.

 **-Bayville-**

"You sure about this professor?" A harry man said in a gruff voice. The man was donned in typical biker clothes he put a cigar in his mouth and was about to light it when the professor spoke.

"You know how I feel about smoking in the mansion Logan." The bald professor said from his wheel chair. The two of them were currently out on a balcony watching young mutants play out in the pool. "And yes I'm sure, this young woman needs help so I want to help her."

"You know it's not the girl I'm worried about Chuck." The man said. Xavier just sighed.

"I know Logan, but there's something different about him than the other mutants… I just can't place my finger on it."

"Yeah, he's a menace." Logan simply said.

"Logan… You saw what happened last night from what I showed you, and you know as well as I do that what the News is saying about him isn't true." Xavier said.

"Whatever you say…" Logan said. They went back to watching the kids playing. There was one trying to throw custom made snowballs at a blue boy with a tail, but the ladder just teleported out of the way. "I'm just worried about them is all." Xavier just nodded and continued watching the kids.


	10. A Bird's Eye View

_A/N: Hello and welcome back to the story! Please remember to leave a review in that weird box thingy down below. Saying of which:_

 _ **ArthurShade:**_ _Nice._

 _ **Spiderman1fan:**_ _Thanks for the continued support!_

 _Seeing as how nobody attempted the challenge from the previous chapter nobody wins… Without further ado, I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 10: A Bird's Eye View**

Peter, Rogue, and Aunt May were all sitting in the living room watching TV. Well, Rogue and Aunt May were, while Peter was just trying to stay awake.

"I told you to take it easy Peter." Aunt May said.

"Sorry, there were seven robberies last night, but I couldn't find the thief, every time I got there the thief was nowhere to be seen." Peter said rubbing his arm.

"How do you explain the bruise on your arm?" Rogue asked. "And how do you know if it was just one guy robbing those stores?"

"A mugger got a lucky swing on me." Peter said still rubbing his sore arm. "And as for the thief, well he was only stealing mechanical parts, not any money."

"Weird…" Rogue said.

"Yeah, and evidently this has been happening for three weeks." Peter said.

"Well don't worry about it now Peter, what do you have planned for today?" May said.

"I was going to run by the Bugle today and drop off some pictures for Mr. Jameson." Peter said.

"Oh I swear that man gets on my every nerve." May said. "Why that man doesn't pay you a fair amount I will never understand."

"Oh no he gives me fair pay, if it was the nineteen fifties it would be fair pay." Peter said grabbing his 'work' bag. The bag contained his camera, extra film, web-shooters, his Spider-Man gloves, and his mask. He wore the rest of the costume under his clothes. "Well I'm heading out."

"Ah was wondering if you could show meh any bookstores in town." Rogue asked.

"Sure you could come with me if you'd want, but I'm going to warn you, Mr. Jameson can be pretty… intense." Peter said nervously.

"Oh how bad can he be?" Rogue asked.

 **-Later-**

"I never want to see you in this office again! YOU'RE FIRED!" Jameson yelled from immediately followed by a teenager running out of his office.

"I warned you." Peter said. Rogue just rolled her eyes and followed Peter into Jameson's office and as immediately assaulted by the smell of cigar smoke and started coughing.

"Parker you're late!" He then noticed Rogue waving the smoke out of her face. "Who's this?!" She was about to answer, but he cut her off. "Doesn't matter, did you get those pictures?!"

"Yes sir Mr. Jameson." Peter said handing him the pictures.

"Crap, double crap, triple crap, super crap…" Jameson said flipping through the pictures. "I'll give you standard fee for all of them. Twenty five dollars apiece."

"Thank you Mr. Jameson." Peter said taking the cash, he then led her out of the office.

"Thank ya, ah thought I was gonna die in there." Rogue said. "Didn't it seem lahke he kind of swindled you there."

"Trust me if I try to bargain with him, he'll just give me a lecture about 'earning your way to the top'." Peter said shaking his head. On their way back to Queens Peter showed her the bookstore. After a bit of browsing, they walked out, but little did they know they were being watched from a rooftop. The figure was wearing a green shirt that was covered up by a metal chest plate that extended into sleeves with wings attached to them. The chest plate had green accents everywhere except the collar, which had white accents.

"Well how sweet…" Said the strange figure. "But, their little date is going to be cut short by the arrival of the Vulture!" He then pushed a button on his metal neck collar, causing a metal helmet with a beaked faceplate that left his mouth exposed to appear over his bald head. He then jumped off the roof and flew over to them.

"You know, when we first met, I'd never take you to be a reader." Peter said.

"Shut it." Rogue said. Before they could continue walking, she was grabbed by a guy in some sort of wing suit and lifted up to a roof top.

"Let go of meh you freak!" She yelled trying to get him to let go of her.

"Sorry no can do… I'm looking to make some quick cash, and you're going to help me accomplish that!" The Vulture said.

"And why would I do that freak?!" She spat him.

"You're going to be my hostage to keep the cops away while I take the money." The vulture said.

"Fat chance creep."

"Pity, well I suppose there were worse ways to die…" He said.

"What do you mean?" Rogue said.

"Well if you refuse to comply I'll have to drop you off this roof and find someone else…" He said with false sympathy.

"Well that's not very nice is it?" Came the voice of Spider-Man who was sitting on top of a roof access.

"What the-?!" The Vulture said. "How'd you get here?!"

"Web swinging, it's actually very efficient travel." Spider-Man said.

"I prefer flight!" The Vulture said attempting to tackle Spider-Man, who was caught off guard by just how fast the guy was and was lifted up into the air. Peter looked down, and saw how high he was going.

'How does this guy even fly?' He thought. "You know bird brain… This might come as a shock, but I kind of have a fear of falling so… you mind lowering the altitude buddy?"

"No problem!" The Vulture said dropping him. Peter quickly recovered and landed on a rooftop on a crouch. The Vulture began to fly away.

"Bird breath! Down here!" Spider-Man said. The Vulture turned around and growled.

"It's VULTURE!" He said charging Spider-Man, who was now ready for it and jumped over his head causing The Vulture to hit the ground. Peter leapt onto the back of The Vulture and started to pry the wings off of the suit.

"What did you use to attach these things? Gorilla glue?" He said still trying to pry them off. The Vulture growled and elbowed Spider-Man in the side of the head. Causing Spider-Man to fall off his back. The Vulture jumped to his feet as well as Spider-Man. The Vulture charged him and Spider-Man jumped to avoid him, and attached two web-lines to his wings and kept trying to pry them off, but to no avail. The Vulture swung the edge of his wing in a sword-like motion only for Spider-Man to jump behind him. Spider-Man then used his webs to attach Vulture's legs to the roof.

"Gah get this stuff off of me!" The Vulture said.

"No thanks tall, skinny, and creepy." Spider-Man said walking up behind the Vulture and ripping a pack off that was holding the wings in place by destroying the sleeve attachments. "So that's why they wouldn't come off…" He said looking at the pack.

"W-wait! Give that back!" The Vulture said panicking.

"Sure, here you go." He said landing a punch to the side of his head, knocking him out. "Nighty night tweety bird." He said webbing up his wrists and dangling him from the edge of the building. He then swung over to were Rogue was.

"Hey you alright?" Peter asked when he got there.

"Yeah, other than being kidnaped by some sort of bird obsessed freak Ah'm fine." She said.

"You want to swing back to the house?" He asked.

"If it's all the same to you… Ah'd rather walk…" Rogue said.

"Okay then." He said lowering her down to street level. He then went into an ally and came out dressed like Peter Parker again.

"Well let's head back."

 **-Fisk Tower: Midnight-**

At the top of a seemingly ordinary office tower stood a man who owned not only almost all of the organized crime as well as a large business, effectively making him one of the wealthiest men in New York. He was a man of great influence and large stature. He was in his elegantly decorated office. He always decorated his office with the latest of styles and dressed in the finest suits. If you looked at him now and him five years earlier, you'd see two completely different people. He was gazing out at the New York skyline.

"Mr. Fisk, a Mr. Dmitri is here to see you." His intercom said.

"Send him in." His deep voice said into the intercom. Seconds later the man who called himself 'The Chameleon' entered.

"Well Fisk, we've got a big problem. He's a vigilante in red and blue pajamas." Dmitri said.

"I'm aware of this _Dmitri_ , after all, you were the one who was defeated by this 'Spider-Man'." Fisk said with disdain, emphasizing his associate's name.

The Chameleon sighed. "I know and I'm sorry sir."

"I have no plans to accept your apology, yet." Fisk then turned and looked at him. "I have a secret project I'm funding to create stronger fighters, they've recently had a success in the form of Aleksei Sytsevich and turned him into a walking tank."

"What does this have to do with me?"

"I am going to have him take some money from a bank a competitor of mine owns as punishment for trying 'expose' my secondary business, and I want you to make sure that he doesn't fail. I am permitting you to use any means necessary." Fisk said turning back towards the skyline. "I've already begun discussing fee's with mercenaries to 'deal' with this pest."

"Anyone I may know?" The Chameleon asked.

"Well there's one in particular… He's obnoxious, irritating, expensive, but one of the most skilled mercenaries around…" Fisk said.

"Well who is he."

"The self-proclaimed: 'merc with a mouth', Wade Wilson." Fisk said. Earning a shocked look from Dmitri.

' _Gee I knew he wanted him dead, but… Wilson? The guys a fucking psychopath…'_ Dmitri thought."

"That will be all, Mr. Dmitri." Fisk said causing Dmitri to walk out.


	11. The Rhino

**(Sample Text)** = 4th wall break

' _ **Sample Text'**_ = inner voice

 _A/N: Hello and welcome back to the story! I'd like to thank you guys for supporting the story, and keep the reviews coming! Saying of which:_

 _ **spiderman1fan:**_ _Why else would I bring him in? Seriously though… I am excited to wright him in… Despite how hard it might be to capture the essence that is Deadpool..._

 _ **ArthurShade:**_ _Very Nice._

 _There are no further announcements… so without further ado… I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 11: The Rhino**

Peter Parker was sitting in his room working on his web-shooters, when Rogue walked in. She was drying her face off with a towel.

"You know if you wanted to try out the web-shooters, you could have just asked." Peter said putting down the web-shooter.

"Ah didn't realize the webs were going to explode all over the place." Rogue said putting down the towel.

"Well here's a note for the future, don't aim them at your face." He said smugly. Rogue just chose to ignore that.

"So why'd ya choose to start going out at night in red and blue spandex anyway?" She asked.

"Well it's kind of a long story…" Peter said scratching the back of his head.

"Come on, Ah told ya mah story, so what's yours?" Rogue asked.

"Well… I was bitten by a genetically enhanced spider, and I decided to use my powers for good." Peter said, trying to sound convincing.

"That's it?" She asked.

"Yup…" Peter said. He hated lying, even if he wasn't 'technically' lying. He still wasn't telling the whole truth, which he still considered lying. Luckily for him she either bought it or decided to drop it.

"So when do you go back to school?" Rogue asked.

"Monday, next week." Peter said sighing. "I'm not looking forward to going back."

"Well if ya didn't stay out til' midnight you wouldn't have to sleep through the day." She said. Peter just rolled his eyes. Then his modified radio went off.

' _Attention all available officers, Attention all officers: There is a robbery in progress at the Maggia International Bank. Repeat: There is an in progress robbery at the Maggia International Bank'_

"Well I've got to go." Peter said grabbing his costume.

"Just be careful." Rogue said shaking her head. Peter put on his mask, gloves, and web-shooters and jumped from the window.

' _What was that about?'_ He thought as he began swinging towards the bank.

 **-Elsewhere-**

"We don't have a strong enough drill to crack this damn thing!" A thief said to his partner. The two of them heard a pair of heavy footsteps.

"Allow me…" A voice came from a heavy titanium suit. The suit looked like a large set of knights armor, the only real defining feature on the suit was a long metal horn on the helmet. He grabbed the edges of the vault and pried it from the surrounding concrete, snapping steel cables in the process. He then carried it over to an armored truck and put the vault into the back of the truck. "Take vault to Fisk, I'll deal with cops." He said. Meanwhile the police were outside trying to avoid assault rifle rounds.

"When will that back-up arrive?" One of the officers asked.

"The thieves have roadblocks set up in a fifty foot radius of the bank, nobody can get through." Another officer said. They were then made aware of a shadow that was growing around them.

"Car! Get Down!" They heard an officer yell. The officers waited for the cart to hit them, but it never did.

"You know, could you officers please consider lighter vehicles…" The two officers looked up to see a man in a skin tight red and blue suit holding up the car. "I hear smart cars are 'in' now." He said putting the car down next to him.

"Spider-Man!" The Rhino yelled. "We meet again!"

"Again? I'm sorry, but I'd think I'd remember a muscle bound tinman." Spider-Man said sitting on the hood of the cop car he was previously standing on.

The Rhino then lifted up the face plate on his helmet and looked at him. "How about now!"

"Wait a minute… I'm thinking… Don't tell me…" He said scratching his head in an over dramatic fashion. "Nope, got nothing." He finished resting his chin on his hand. Then an imaginary light bulb went off. "Oh wait! You're the Russian guy that was trying to drill the vault at that one party! Sorry I didn't recognize you with all the… metal." He said gesturing to the big metal suit. The Rhino then pulled the face plate down on his face.

"Take the money to the car… I'll deal with this little prick." Aleksei said. He then reared back and charged Spider-Man.

"Yeah, you two officers might want to move." Spider-Man said. Jumping over the Rhino's head, and shot a web-line that attached itself to the back of the Rhino's helmet, but when Peter tried to pull his adversary off course, he only succeeded in getting pulled by the larger of the two of them. The Rhino then grabbed the web-lines and pried them off his helmet. And began to swing Spider-Man around and threw him into a building.

"Yep… that's going to hurt in the morning…" Spider-Man said dazed by the impact.

"Not as much as this." Aleksei said rearing his fist back. Peter was only able to dodge out of the way because of his spider-sense. The Rhino then grabbed Spider-Man and hurled him into a swat van, leaving a noticeable dent in the van.

' _How am I going to beat this guy?'_ Peter thought trying to stand up. His spider-sense alerted him to dodge an incoming titanium fist that imbedded itself in the ground. Spider-Man then tried to jump onto The Rhino's back only to be swatted by his adversary's hand.

"That's a bruised rib…" Spider-Man said trying to stand up. "Or six..." He attempted to stand only to be lifted up by The Rhino and thrown back to the ground.

"I'm gonna enjoy this." He then grabbed Spider-Man into the air by his neck and landed a punch to his gut, sending him back into the van, this time sending him through both sides. Spider-Man then tried to stand up only to feel a heavy foot planted on his back.

"Good bye you little prick." Aleksei said raising his foot up. Spider-Man then rolled to the side before the foot can come back down and leapt onto The Rhino's back and reached for his face-plate and yanked it up.

Spider-Man then landed three strong punches to his face. Causing the titanium clad fighter to fall to the ground. Spider-Man then looked around to see that the cops had long since gone after the armored truck. He considered going after them until he felt a sharp pain in his chest, and decided it was best that he just head back home.

 **-Manhattan Poor District-**

 **-Later that night-**

Mr. Fisk and his associate known as 'The Chameleon' were currently walking down the hallway of a highly rundown apartment complex. They were ignoring the drug dealers and prostitutes that lined the halls.

"I don't understand… if this 'Wade Wilson' is such a great mercenary… Why does he live in this complete shit hole?" The Chameleon asked. As if to answer his question, a woman garbed in a black outfit and had tattoos going down her arms. Following her out was a guy with a burned-looking body wearing only boxers and a red mask with black eye-pieces and white eyes that was rolled up to his mouth.

"Oh come on Anastasia, babe come on! What'd I do wrong?" The guy said.

"Maybe this will jog your memory you prick!" She said throwing a knife into his head. The guy stood there and scratched the handle.

"Oh yeah... that... good night…" He said falling to the floor.

"Please don't tell me that's who I think it is…" Dmitri said. He had heard about Wade Wilson's 'insane' personality, but this was worse than he could ever imagine.

"Mr. Wilson." Fisk said. The half-naked man in the mask then stood up and pulled the knife out of his head.

"Wow… you have really deep vocals... **(Note to the audience… if you want a good laugh: Sing 'Firework' slowly in a deep voice. It takes on a WHOLE new meaning.)** Anyway drop that _Mr._ nonsense, Pool, Deadpool. At your service." The man said saluting.

"Who the hell was he talking to?" Dmitri asked.

"Just bear with it… this is who he is." Fisk said.

"One moment please… I need to… compose myself **(HAHAHAHA 'Cum')** " Deadpool then ran into his apartment and came back out wearing his red and black suit. "Now… down to business." Deadpool said mimicking Fisk's voice.

"I want you to kill a man." Fisk said.

"How dead do you want him to be?" Deadpool asked. "Permanently dead… or… one million bazooka's to the face dead?"

"How is there a scale of different types of dead? Once you're dead, you're dead." Dmitri asked condescendingly.

"Really asshole?! You better start believing in ghost stories sweet heart! CAUSE YOU'RE IN ONE!" He said pulling up his mask. "And I'll tell you something! I've died a total of…" He then began to count his fingers and toes. Then moved over to Fisk's hand, before he was swatted away. "Three hundred fifty two times… WAIT!... Three Fifty five. **(If you count getting fucked to death!)**

' _ **Why wouldn't they?'**_

' _ **Because you don't actually die, you just pass out from the strenuous sweating and-'**_

"MR. WILSON!" Fisk shouted. Deadpool then stuck his finger in his ear trying to get rid of the ringing.

"You don't have to shout… asshole…" Deadpool said. "So who's the poor sod you want dead? **(I hope it's Brad Pitt!)** "

"Spider-Man."


	12. The Merc With a Mouth

_A/N: Hello and welcome back to the story! Thank you guys for your continued support of this story. Please remember to keeping leaving those lovely reviews. Saying of which:_

 _ **spiderman1fan:**_ _Glad to see that you enjoyed the fight sequence… And thanks for the reassurance on how I represented Deadpool…_

 _There are no further announcements, so without further ado… I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 12: The Merc With a Mouth**

Peter Parker was laying on his bed trying to recover from his fight with The Rhino, when he got home yesterday he got an _'I told you so'_ look from Rogue and a near faint from his Aunt. Rogue walked into his room with two bottles of water. Since Aunt May had taken a job as a nurse, so Rogue and him just spent a lot of her time reading or talking with Peter.

"Ah should just dump this on yah head." Rogue said handing him a bottle.

"I feel horrible, thanks for asking." Peter said holding his shoulder.

"What's wrong with you?" Rogue asked.

"I… or more accurately… 'The Rhino' nearly pulled my arm out of my socket when I tried to hold him down with webbing." Peter said. "It'll probably be better tomorrow."

"Whatevah ya say." Rogue said sitting in his desk chair. "Hey Peter can ah ask ya somethin'?"

"Sure what's on your mind?" Peter asked.

"Well I've been talkin' to-." She started, but was cut off by Peter's police radio going off.

" _Well good morning fucktard-man! Or should I say Spider-Man? Ah, I don't fucking care. ANYWAY… I know that you use these police scanner thingy's for finding crime… So let me save you the fuckin' trouble… I'm in front of Grand Central Station and somebody VERY wealthy wants you dead… So yeah… be there… Unless you want the blood of innocent train-goers on your hands… Oh and FWI this isn't how I normally draw my contracts attention… normally I just spam their email or something until they finally agree to face me… just thought you should know… even though you're going to be dead in a couple of minutes… love ya bye."_

Rogue looked to see Peter putting on his gloves. "Peter ya can't go."

"You heard him, he's going to blow up Grand Central Station if I don't." Peter said checking his web-shooters.

"Peter ya can barely walk, how are ya gonna be able to fight this guy?" Rogue asked.

"Look, chances are this guy has more bark than bite." Peter said putting on his mask.

"That's not very hard if he never shuts up…" Rogue said. She saw him open his window. "Ah guess Ah'm not going to be able to talk ya out of it."

"Nope." He said. "Don't worry I'll be back before you know it."

 **-Grand Central Station-**

Spider-Man was standing outside of Grand Central Station walking back and forth at Grand Central Station waiting for whoever had challenged him. He had been waiting out there for ten minutes now. He waved at a family that was walking into the terminal.

"Hey I'm Spider-Man, have you seen… I'm looking for someone, presumably heavily armed… You seen him?" After seeing them shake their heads he continued. "Thanks anyway." After waiting another ten minutes he threw up his hands in defeat.

"Alright, is this guy even going to show up? I knew he wasn't going to be a problem." Peter said getting ready to swing away until he heard overly loud rock music. "Oh what now?!"

"LADIES AND GENTLMEN OF GRAND CENTRAL STATION! IT IS NOW TIME FOR YOUR MAIN EVENT!" He heard a voice say over loud speakers.

"Seriously?" Peter asked looking for the guy.

"In this corner we have: The Web-Headed Warrior, The Spandex Striker, The guy who looks like he's getting tired of my shit, put your hands together for: The Amazing Spider-Man!"

"In the much better corner: He's the Merc With the Mouth, The Guy With a Gun, The Guy With an AMAZING Ass! Put your non-removed appendages together for: The Badass… DEADPOOL!" Then Spider-Man looked towards the rooftop on top stood a man in a red and black suit and mask. He then leapt from the rooftop. "And here comes the super hero landing!" He said, but when he hit the ground all Spider-Man heard was cracking sounds.

"OH MOHTER FUCKER!" Deadpool shouted holding his awkwardly bent leg, causing Spider-Man to wince. "Son of a bitch! How do you do this on a daily basis?" He said shaking his leg. "Just give me a minute…" Then just as suddenly as it happened the guy was able to stand up again. "Now where were we? Oh yeah…" He then reached into twin holsters on his legs. "PAIN TIME MOTHER FUCKER!" He shouted opening fire. Spider-Man was easily able to dodge the pistol rounds. He jumped over the mercenary's head and used web-lines to relieve him of his guns.

"Ahhh… Those were my favorite… Oh well at least I got spares." He said pulling out a second set of pistols. He started opening fire on Spider-Man again, only this time every time he pulled the trigger he yelled out 'Bang!". Peter once again used his webs to relieve him of the guns.

"OH COME ON!" Deadpool said. He then pulled out two SMG's and opened fire on Spider-Man. Peter started dodging the bullets by running along the outer wall of Grand Central Station. Deadpool held down the triggers until he ran out of rounds. He then pulled out a pair of assault rifles and continued firing.

"Where are you keeping all of these guns?!" Spider-Man asked running. Deadpool then looked behind him at his rear.

"Uh… nowhere…"

' _ **We learned how to keester!'**_

' _ **That… is… disgusting… on SO many levels…'**_

"Now eat flaming bullets of imminent death arachnid-boy!" Deadpool shouted. Peter managed to dodge all of the rounds, but was caught off guard when a hamster was launched at him.

"What the hell?!" Spider-Man shouted catching the hamster.

"Rabid Hamster Gun… I built it myself." He said trying to load another hamster into the gun "Look you little fur ball… I went through the trouble to give you rabies, the least you can do is get in the god damn gun!" He said trying to shove the hamster into the gun. Before he could get the hamster loaded, he was met with a punch to the face curtesy of Spider-Man.

"Hah… You hit like a vegetarian…" Deadpool said standing up. "I can see you like up-close and personal… luckily I got just the thing for that…" He said unsheathing his katanas. "Prepare to face your temple of doom Dr. Jones." Deadpool then charged at Spider-Man swinging his swords at Spider-Man, who was narrowly dodging out of the way.

"You know if you want to hit me… You might want to do something I won't see coming." Spider-Man said ducking underneath a slice to his head.

"Okay then…" Then all of a sudden, Deadpool disappeared in a poof a smoke. But, Peter's spider-sense was still picking up something.

"Behiiiiiiind you…" Came the taunting voice of Deadpool. "BANG!" Spider-Man felt the breeze of a bullet zoom past his head. He then spun in the air and landed a kick to the side of Deadpool's head, sending him to the ground. When consciousness returned to Wade he was tied to the roof of a distant building by webbing.

"Ooooh… I didn't think Spider-Man had a kinky side." He said in child-like excitement.

"Don't flatter yourself." Spider-Man said. "Now where are the bombs?"

"Bombs?" Deadpool asked tilting his head. "Oh these?" He said pushing a detonator. Then all the sudden fireworks went off. "You'd really think I was going to kill a bunch of civilians just because you didn't show up? That's cold." Spider-Man just shook his head and swung away.

"I'm going home… You going to keep chasing me?" Peter asked.

"Nah… I've had my fun, who cares if I don't get paid?" Deadpool said shrugging. "Bye Spidey-Kun." Spider-Man just shook his head and swung back home.


	13. Meet Charles Xavier

_**WARNING: THIS CHAPTER INVOLVES RACIST/ SEXIST COMMENTS AND SLURS. THESE IN NO WAY/SHAPE/FORM REFLECT THE VIEWS OR BELIEFS OF THE AUTHOR AND ARE SIMPLY INPLACE FOR STORY TELLING PURPOSES- READER DESCRETION IS ADVISED**_

 _A/N: HELOE EVARYBADY!*Clears throat*. What was that? Anyway, Hello and welcome back to the story! After this week this story will be moved to a Saturday update time. Please remember to dismemb- I mean leave a review, saying of which:_

 _ **ArhturShade:**_ _Yes, yes it was._

 _With no further announcements, I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 13: Meet Charles Xavier**

Mr. Fisk and his accomplice 'The Chameleon' were storming through the halls of a decrepit apartment complex looking for a certain mercenary. When they got to the door Dmitri knocked on the door as hard as he could.

"One second I'm… *Grunts*… Busy!" They heard someone say from inside. Dmitri knocked again, only to be met with more grunting noises. "I said wait a god damn minute! I'm _'occupied'_ at the moment *Grunts* Come on… almost there…" Fisk decided he had enough and charged through the door, knocking over a bile of short wooden bricks in the process.

"JENGA!" Deadpool shouted throwing his hands in the air from a place on the floor in front of the door.

"Mr. Wilson… I believe that I need to remind you of our contract…" Fisk said staring down the man in red tights, but he was only met with a shooing motion from Deadpool who was standing up.

"Yeah, yeah I know… I didn't kill Spider-Man… You want a pancake?" He said moving towards his kitchen area.

"If I may get to the bedrock of my question, **why** didn't you kill him?" Fisk asked growing irritated.

"After you left this smokin' hot red head with a _very_ nice rack walked in here and offered me three times what you paid me, not to kill him and tell her about how he fought or some shit like that." He said pulling a beer out of the fridge and downing it in one swig. "Damn healing factor… not letting me get drunk…" He said getting cranky.

"What's with the cast on your hand?" Dmitri asked.

"She broke my hand when I tried to cop a feel…" Deadpool said heating up the stove. He then put on an apron and chef's hat.

"I love the smell of pancakes in the morning… *Sniffs* Smells like victory." After Wade finished making a plate of pancakes, he then sat in his recliner and began munching.

"Gentlefucks, we have nothing more to talk about… so fuck off." Deadpoool said reclining. Fisk and Dmitri just shook their heads and walked out.

 **-Elsewhere in New York-**

"Good Morning New York!" Spider-Man said swinging through the skyscrapers of New York City. "What have you got for me today?" He then heard an alert on his pocket radio, which was attached to a red belt.

" _All available officers please report, we have a high jacked armored truck heading down main at seventy five, be advised there are two gunman at the back of the van."_

"Will these guys never learn?" Peter asked shaking his head. He then began swinging towards the armored truck. He quickly spotted it and sure enough there was two guys with assault rifles standing at the back of the truck. He stopped swinging and started diving towards a part of the road ahead of the truck. _'Please don't miss, please don't miss…'_ He was quickly getting closer to the ground. "For the love of all that is holy, PLEASE don't miss!" He saw that he was very close to the ground and closed his eyes, but then he felt a flat metal surface underneath him. "Oh thank you…" He said breathing a sigh of relief. He quickly shot web-lines that attached to the assault rifles of the guys in the back of the truck, and pulled up, relieving them of their guns.

"Hey what the hell?" One of them yelled.

"Excuse me gentlemen… May I see your permit for these?" Spider-Man said holding one of the rifles from on top of the truck.

"It's the Spider guy!" The other said.

"No… What was your first clue? The red and blue suit or the big spider logo on the red and blue suit?" Peter said. He then swung into the van and webbed both guys to the walls of the van. He then walked up to the window to the driver's section of the truck and knocked on it. "Sir I'm going to have to ask you to pull over.

"Not a chance bug!" said the driver, he then slammed his foot down on the accelerator causing Peter to nearly fall out the back of the van.

"Seriously?!" Peter yelled, only holding on to the van by a web-line.

The driver then laughed. "That'll stop him." He then heard a knock on the window.

"Hi it's me again… I'm only going to ask nicely one more time… please stop the truck." Peter's muffled voice said. Spider-Man barely dodged out of the way when three gunshots came through the window.

"Fine… have it your way." Peter said as he began firing webs at the front tires, He then gripped the side of the truck before it came to a sudden stop. He quickly webbed up the guy in the front seat and walked into the back of the van.

"Now… let's see what you guys thought was so valuable…" Peter said looking around. The first thing that caught his attention was a schematic. "What the… what are these guys doing with Oscorp schematics?" He flipped through them all, they were mainly just designs for several popular Oscorp products, but the one that stood out was a formula sheet labeled: 'Human regeneration serum version 3.' Peter heard sirens coming and leapt out of the van, forgetting to put down the formula sheet. He quickly swung home, he ducked into an alley and changed into Peter Parker. He then walked home and walked through the front door.

"Hey Aunt May I'm…" He stopped when he saw his Aunt May, Rogue, a bald man in a wheel chair , and a gruff looking man in a leather jacket standing next to him. "… back…"

"Hello you must be Peter… My name is Professor Charles Xavier, and this here is my associate Logan." Charles Xavier said. He had a very friendly nature about him, which was completely contrasted by Logan, who looked like he'd kill you if you looked at him wrong.

 _("Don't worry Peter, Logan isn't going to hurt anyone.")_ He heard the professor's voice in his head. It caused Peter to slightly jump.

"We have gifts… like you and Rogue. I can read and communicate with minds." The professor said. Logan then pulled a cigar out of his pocket and was about to light it up.

"I don't know what rules you have at that mansion of yours, but there will not be any smoking in this house." May said sternly. Logan just growled and put the cigar back in his pocket.

"What's his, exceptional social skills?" Peter said. Logan then raised his arm to where it was crossing his chest and three metal claws extended from his hand, and sheathed again.

"Peter, I own a mansion out in Bayville, where I take in gifted youngsters like yourself and Rogue, and teach them to control their powers, I have asked Rogue if she would like to come and see the mansion, and she said that she would if you could come with her." Peter looked at Rogue who only nodded.

"Sure… when do we leave?" Peter asked.

"Right now if you're ready to go." Xavier said smiling. The five of them then got into a car and began heading towards Bayville. Once they got there, they were met with the sight of a very large mansion. The sign on the gate said. 'Charles Xavier's School for Gifted Youngsters.'

"I inherited the mansion from my parents after they passed, and I turned it into what you see now. What the public doesn't know is that it's actually a school for mutants."

"Mutants?" Peter asked.

"Individuals born with an extra gene called an x-gene, and that 'x-gene' is the source of our powers." Xavier explained. Peter just nodded and they all entered the mansion. Only to be met with what sounded like a debate was going on.

"Well you're like just jealous that you can't do what he can!" They heard a girl yell.

"No, it's that he's involved in over half the crimes he 'stops'." The heard a guy say. The guy had spikey blonde hair and was wearing a long sleeve, blue shirt, and he was being followed by an angry looking girl who looked slightly older than him. She had brown hair that was in a ponytail.

"What's going on now Miss. Pryde?" Xavier asked.

"Bobby like thinks that Spider-Man is a crook just because of the slanderous news reports that The Daily Bugle does." Kitty said.

"Not true!" They heard the kid identified as Bobby yell.

"So you like Spider-Man huh?" Peter asked.

"How can I not? He's totally amazing! He gets to go out and use his powers to like help people." Kitty said.

"Well it's nice to know that I have at least one fan." Peter said only to be met with a confused look from Kitty. He then reached into his pocket and pulled out his mask.

"Oh… My… Gosh that's… AMAZING!" She shouted, quite literally jumping into the air. "Can I get your autograph?" She asked before Peter could respond Charles intervened.

"Kitty, don't you have homework you should be doing?"

"Nope finished it." Kitty said still looking star struck. Before the professor could respond, Logan spoke up.

"Alright then, tell the other X-Men that there's going to be a danger room session in fifteen minutes." Logan said. Kitty sighed and nodded, before she left she gave Peter one more wave.

"Uh…" Peter said.

"Well that was interestin' to say the least." Rogue said. Charles just smiled.

"Don't worry, all questions will be answered soon." He said.

 **-New York Residential-**

 **-Later That Night-**

An electricians van pulled up to a house and a young man stepped out. He walked up to a house where he could here shouting. He knocked on the door only to hear the shouting stop. A large man walked opened the door, he reeked of alchohal.

"Yeah?" He said slurred.

"You reported a power fluctuation?" The electrician said.

"Yeah… wait, Max? Max Dillon?" The guy said. Max looked up at the sound of his name. "I used to beat your dark-skinned ass in high school." The drunkard said. "Yeah there's something wrong with the power, so go fix it dumbass." He then stepped back into the house. When Max got to the fuse box, he heard the shouting resuming, he just chose to ignore it, knowing if he got involved, it would only cause trouble for him. He was able to ignore it until a woman, clad only in a loose fitting shirt ran out of the house followed by the voice of the earlier man yelling:

"GET YOURE ASS BACK HERE YOU WHORE!" He came storming out with a shotgun in hand.

"L-leave me alone!" She yelled at him, she then saw Max standing there. "Please help me." Max sighed and stopped what he was doing.

"Look, Mikey, you're drunk so just go back inside before you-." Max said calmly.

"I ain't about to take no orders from some goddamn nigger." He said and aimed the shotgun at Max's chest and pulled the trigger. The shotgun rounds traveled through Max's chest and into the fuse box behind him, sending thousands of volts of electricity throughout his body. He tried to scream in agony, but the electricity fried his vocal cords. He felt the intense burning as the volts traveled through his veins and skeletal system. Then… as quickly as it happened… he felt his life leave his body.


	14. Electro

_A/N: Hello and welcome back to the story! Thank you guys for your continued support of the story and be sure to leave a review! Saying of which:_

 _ **ArthurShade:**_ _Yeah… it is… very much so…_

 _ **Spiderman1fan:**_ _This isn't going to turn into a full-on crossover, yes Peter meets the X-Men, but doesn't necessarily 'join' them per-say, he becomes more of an ally to them… sorry if that's confusing, but you'll see what I mean in this chapter._

 _So without further ado… I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 14: Electro**

Peter, Rogue, and Aunt May were being led around the manor and its grounds by Charles Xavier. He was telling them about the manor's history and some of his students.

"The girl you just met is Kitty Pryde, and her mutation is the ability to move through solid objects. The boy she was talking to is named Bobby, he likes to call himself the 'prank master' of the mansion."

"Oh joy…" Rogue said rolling her eyes.

"So what's this _'danger room'_ Logan talked about earlier?" Peter said.

"It's a training program to help students learn to control their powers." Charles Xavier said.

"Ya mind if we see it?" Rogue asked.

"Not at all, come with me." The Professor said leading them to their destination.

 **-Manhattan City Morgue-**

"Patient name, Dillon, Max. After analyzing what I could from what little I could see of his wounds, Dillon suffered from severe electrical surges throughout his entire body, his bones and blood stream acted as conductors for the electrical current. The entirety of his body, both inside and out, are completely charred beyond recognition, the only identifiers were the wallet on his person, and the name-tag on his boiler suit. Upon further investigation I believe there might have been another factor leading to his death, but seeing as how the electrical current destroyed much of his body, there is no way of knowing. This is Doctor Hanson, morgue report number three seventy eight." The doctor put down the tape recorder in his hand and looked once again at the charred corpse on his table.

"Sorry Max, I wish that there was more I could say, but there's no more that I can tell from the clues you left me." He said before he packed his things and walked out, forgetting to turn the television off. On the TV it was playing a news report about what happened to Max.

"When questioned, Evan Barnes, the man who was the last one to see Max Dillon alive, had this to say:"

"Max was a good friend of mine, and it's sad what happened to him…" The guy on the TV said, he was wearing the same clothing he was last night.

"B-b-ull… s-s-hit…" A raspy voice said. Followed by hitched breathing. The 'corpse' on the table's hand began to move and clenched into a fist, breaking the charred surface that covered it reveling normal skin underneat. Max Dillon sat up from the bed and reached out to grab the metal table next to him, charred skin falling off as he did so, but when his hand was about three inches away from him, a small electric shock emitted from his hand and connected to the table, the force behind the bolt pushed the table away. Max looked down at the tips of his fingers to see that they took on a transparent blue color, and there was a diming blue glow on them.

"What the hell?" He then noticed that his voice had an electronic undertone to it. The more he looked at his arms he saw that his veins had a faint blue luminescence and there seemed to be an electric current flowing down them. He slowly got to his feet and felt the part of his chest where he was shot, only to see that the wound was healed. He looked at the television that was mounted on the wall and saw they were playing Evan's full 'eye witness account'. Max growled and his hands started glowing a blinding blue light. He shot his arm forward and bolts of lightning shot from his hand, causing the television to explode. Max took one more look at his hand and a sinister grin formed on his face.

"Let's go find our 'friend'." Max said walking out of the morgue.

 **-Xavier's School for Gifted Youngsters: Sub-Levels-**

Professor Charles Xavier had led the three of them to the sub-levels and led them through the metallic corridors and they entered what looked like an observation room. The room was simple enough. There were a couple of chairs, a control panel, and a window that overlooked a large open room. It wasn't too much longer until Logan walked in and he began typing into a control panel. Then a group of people walked in wearing dark uniforms, Peter could just about distinguish a few of them from the rest. He noticed one of them had something over his eyes and had brown hair. Another one was completely blue and had a long tail. He also recognized the girl that they met earlier.

"Those are certainly 'unique' outfits." Peter said.

"You're one to talk." Logan said never turning his attention away from the room.

"So… how exactly is this supposed to help them? I mean, all I see is a big empty room." Peter said. This time Logan turned to look at him.

"Sometimes I have them fight against each other, but most of the time I use a set program." Logan said looking back at the screen.

"…How many programs are there?" Peter asked. Logan thought for a moment.

"Twenty five, but I'm adding more all the time, why?"

"Well it just seems to me that they might get used to the programs after a while, not to question your training methods or anything."

Logan thought for a moment and nodded. "Maybe you're right… so how about you fight 'em?" He asked.

 **-New York Suburbs-**

Evan Barnes was sitting on his couch, downing a bottle of whiskey and watching a foot-ball game. The team he was rooting for had intercepted the ball and was wide open to make a touchdown, when all the lights in his house turned off at once.

"What the hell?" He said looking around, he then heard his back door slam shut. He walked over to his gun cabinet and pulled out his shotgun, he loaded it up and began walking through his house, but when he got to the back door, he saw no one in sight. "Damn kids, and there dumb-ass pranks." He set his shot gun on the counter and walked outside to the fuse box and saw that it looked like it had been completely imploded.

"What the fuck?" He heard a twig snap behind him and turned to see someone donned in a black hoodie, and blue jeans. "Who the fuck are you?!" He then began marching towards the strange figure, not noticing a blue glow emanating from his right hand, and was sent into the wall of his house by a powerful bolt of electricity. His eyes went wide.

"W-what the fuck are you?!" The hooded figure simply walked up to him and knelt down to eye level.

"I should feel hurt, after all we were _'best friends'_." The electrified voice from under the hood said. He then raised his hood up enough to reveal his face. Evan was met with the face of Max Dillon, but the veins in his face were glowing blue as well as his pupils.

"M-Max? H-How the fuck is that possible?! You're fucking dead!" Evan shouted and was met with a bolt of electricity to the chest. "What the fuck do you want? Huh… THE FUCK YOU WANT YOU GODDAMN NIGGER!?" Max just chuckled.

"Well that's quite simple... you see… you put a hole in my chest… SO I'M GOING TO PUT A HOLE IN YOURS!" Max then let forth a torrent of electricity that began to cause all of Max's skin to start glowing blue.

"M…Max… P-p-please… S-s-stop…" Evan said weakly.

"I'm not Max anymore… from now on… I'm Electro." Max said releasing another large torrent of power, this time not giving him a break.


	15. Spider-Man vs The X-Men

_A/N: Hello and welcome back to the story! Thank you guys for your continued support of the story! Please remember to leave a lovely little review for me to read… saying of which:_

 _ **ArthurShade: How nice?**_

 _ **spiderman1fan: Oh don't worry he takes his suit EVERYWHERE with him.**_

 _There aren't any announcements so without further ado… I humbly bumbly present:_

 **Along Came a Spider-Man:**

 **Chapter 15: Spider-Man vs The X-Men**

"What?" Peter asked after Logan's suggestion.

"You said it yourself… they can easily get used to the programs in the Danger Room, and even more so fighting each other, they haven't fought you, or seen you fight before, so it only makes sense..." Logan said. "…Unless you don't think you can take 'em." He taunted.

 **-Moments Later-**

The X-Men were standing around waiting for Logan to start up the program.

"Vats taking him so long?" The blue guy with the tail said.

"Maybe the control console's busted." A dark skinned boy with a mohawk said. When everyone heard that they actually got excited. It wasn't too much longer until Logan walked in.

"The control console is fine, I've decided that you're going to do a different style of training." Logan said. After everyone was done groaning in disappointment, he continued. "You're going to fight a… 'guest'."

"Who are we fighting?" The guy with the visor asked.

"Why don't you look up here?" The heard an unfamiliar voice say. They turned to look at the source, and when they did they saw a guy in red and blue spandex hanging from the ceiling via a web-line. "Your friendly neighborhood Spider-Man at your service." He said saluting.

"Alright on my count, the fight begins." Logan said.

"Are you sure about this, I mean he's just one guy?" Scott asked gesturing to the spandex-clad hero.

"Yeah, so is the Juggernaut." Logan started. "One…"

"Wait, who's this Juggernaut guy?" Spider-Man asked.

"Two…" Logan continued to count, and the X-Men dropped into fighting stances.

"Okay… guess that question's going unanswered…" Peter said to himself.

"Three!" Logan said, and Spider-Man dropped to the ground. He immediately noticed that the blue guy disappeared in a cloud of smoke.

"Uh… Hello?" Peter said. His spider-sense then alerted him causing him to roll to his left dodging a kick that seemingly came out of nowhere, he was alerted again by a red beam that nearly hit him. _'Geez, these guys don't let up…'_ Peter thought as he continued to barely dodge hits and beams that were being fired at him. Peter was in the middle of a backwards summersault and looked towards the guy with a visor. He saw an opening as the guy was lining up a shot and fired a web-line that covered the guy's visor and used the distraction to attach his hands behind his back and his feet to the ground. _'Alright one down… four to go.'_ He then let out a fake yawn.

"Man, is this the best you guys can do?" He asked. He then ducked under a kick that was coming from the teleporter. "If so then I might as well just fight a punching bag."

"Do you ever stop talking?" The teleporter asked.

"Not really, I mean I have to keep myself entertained somehow, since you guys can't. He then did the limbo under another kick, but failed to notice a hand reach through the floor and grab his leg. "What the-", but before the hand could pull him through the floor he jumped into the air pulling Kitty up with him, while in the air Spider-Man wrapped here up in a web cocoon and attached it to the ceiling.

"Sorry, to leave you hanging, but I've got three more guys to deal with." Spider-Man then dropped back down to the ground. This time he was having to deal with the kid with the mohawk and teleporter at the same time.

"Jean! What are you waiting for?! Stop this guy from moving so much!" The kid with the mohawk, but when he tried lunging at Spider-Man he found that his feet were stuck to the ground, and it wasn't much longer that he was in the same situation as the guy with a visor. Now Spider-Man was stuck with the teleporter, he tried firing webbing at him, but the problem was this guy's reflexes seemed just as quick as his. The guy tried teleporting behind Peter, but he saw it coming and quickly fired webbing at the guy's face, but before he could secure the guy to the ground, he found himself rendered immobile.

"Uh… Okay a lot of weird things have happened to me, but this takes the cake."

"It's about time Jean." The guy with a mohawk said.

"Sorry, but I was trying to get the webbing off of Scott, but the stuff is surprisingly strong."

"So your power is stopping people from moving?" Peter asked tilting his head.

"No I have telekinesis and mild telepathy." Jean said.

"Well seeing as how I can't move… It looks like I lost…" Peter said, and Jean released him from her grasp. Logan then approached everyone. He used his claws to free everyone from the webbing and they lined up to hear a 'critique' from Logan.

"Scott." Logan said looking at the guy with a visor. "You're the leader, so lead. You weren't giving any orders." He then looked at the blue guy. "Kurt, conserve your energy." He then looked at Kitty only to see her looking at Spider-Man "Kitty, stop daydreaming and focus." He said then turning to the kid with a mohawk. "Spyke, use your head, don't just try to blindly attack an enemy." He then looked at Jean. "Jean, it was good that you tried to help Scott, but in spending too much time trying to help him, you let the rest of your team fall apart." He then took a breath. "So all in all, you need to work on teamwork, dismissed." Peter was then led back up to the observation platform, where after assuring Aunt May that he wasn't hurt, resumed conversing with the professor.

"Well, that was interesting…" Peter said taking off his mask.

"Indeed, so Peter I have a proposition for you: How'd you like to live here at the mansion?" The Professor asked. Peter thought it over for a minute.

"As much as I'd appreciate the offer… I'm going to have to say no… I just don't think that having _'Spider-Man'_ , whose considered a criminal, as part of the X-Men, wouldn't exactly help your case… and besides, my friend Harry, and I are going to look at apartments in a couple of weeks." Peter said.

"I understand Peter, but you are welcome to stay here until you find a place to stay." Peter had a confused look on his face, but Aunt May spoke up.

"Professor Xavier offered me a place here, while I'm not a mutant, I could certainly help take care of the children here, and besides, it gives me something to do with myself." Their conversation was interrupted by Peter's pocket radio.

" _Attention all units, attention all units, we have a high speed chase in progress going down Broadway."_

"I've got to go." Peter said putting his mask back on. After May asked him to be careful, he was on his way. He was quickly zipping through Manhattan's skyscrapers going towards the chase, he could hear the sound of sirens, but then he noticed someone in a black hoodie walking out of an apartment building through the back door. He stopped swinging and watched him, seconds later he heard a terrified scream come from the building, and immediately Peter swung over to where the guy was, trying to be as stealthy as possible.

"Two down… five to go…" Max Dillon said. After killing the asshole who shot him, he began tracking down everyone that had made his life a living hell, and he'd just killed another guy who used to torment Max. Max heard what sounded like someone landing on the wall of the building next to him. He pretended he didn't hear it and continued walking, but when he saw the reflection of Spider-Man crawling on the wall behind him. Max whipped around and fired a bolt of electricity at the wall-crawler who barely dodged it. "I'll give you three seconds to leave before I turn you into nothing but ash." Max's harsh voice rang out. Max's skin started turning to a glowing bright blue.

"What… the…" Spider-Man said slowly backing away. Once the blue glow encompassed all of Max's skin he tilted his head and gave a sinister grin.

"Don't you know?" Max then took one step forward and the metal trash bins around him began conducting the electricity that was radiating off of him. "I'm Electro."


	16. An Electric Personality

_A/N: Hell and welcome back to the story… So I didn't notice this until last night, but this story was actually added to a community which is called... (After a brief search)… Just Call Me Peter Parker, now I haven't actually looked at any of the stories on there as of yet, I'm definitely going to check it out and I think you guys should too… Please remember to leave those scrumptious reviews, saying of which:_

 _ **spiderman1fan:**_ _Hope you enjoy the fight…_

 _ **Arthurshade:**_ _Thanks._

 _Without any further announcements I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 16: An Electric Personality**

Peter barely had enough time to dodge when a large stream of electricity flowed from Electro's hands and connected to the building behind him, burning some the bricks to ash. At this point all of Electro's body was glowing a bright blue.

"Last chance, walk away now… or you turn to ash." Electro said using the electricity to levitate, the sounds of echoing thunder was almost drowning out his spider-sense. Spider-Man responded by dropping down into a battle stance.

"Fine… Have it your way…" Electro said. He then launched another volley of electricity, which Peter narrowly avoided, Spider-Man then web-zipped to Electro in an attempt to land a punch, but was driven away by another burst of lightning.

' _This isn't good… I can't get too close without him turning into a living bug zapper…'_ Spider-Man avoided another wave of electricity, only to move right into another one, sending him into a dumpster. Electro levitated over to the sitting figure, and knelt down on one knee when he was in front of the barely conscious vigilante. He then lifted Spider-Man's head to where he was looking into the eyes of the mask.

"Tell me… are you afraid of death Spider-Man?" After not receiving a response from the costumed hero, Electro lifted his hand began building up a static charge. Peter was coming out of his daze and saw the electricity building up in Electro's hands, but even though his eyes were seeing it, his brain had yet to process it, it was only when he recognized a familiar buzzing in his head that he actually dodged the incoming volt that shot through the metal dumpster.

"So… you have some fight left in you…" He said as he began building up more power. "NOT FOR LONG!" Electro roared as he unleashed a powerful wave of electricity that was as wide as the alley they were fighting in. By now Peter was starting to get his other senses back.

' _Think Parker! Alright I can't get close, because then he'll just zap me away… And I can't back off because then he'll fry me… great odds…'_ Peter thought to himself. He then got an idea while dodging another wave of electricity. _'Electricity loses power the further away from the source it is… and if he keeps sending out waves that distribute that power over a wide area… he's just going to drain himself.'_ Peter then back flipped down the alleyway and landed in a crouch.

"Hey Tinkerbell! That's a nice lightshow, but do you think we could speed this up? I'm a busy guy after all." Peter noticed that Electro seemed even angrier than he was before. "Ooh… Did I strike a nerve?"

"How dare you insult me? I AM A GOD TO YOU!" Electro shouted building up power to the point of a near blinding light was in his hands.

"Great, of all the guys I could have fought tonight… I get a fairy with a god complex." Peter's spider-sense went off signaling him to jump out of the way of a massive wave of electricity that nearly blinded him. Peter then grabbed a sewer lid with a web-line and swung it around until it struck Electro in the side, sending him into a water pipe, causing water to go everywhere. When Spider-Man landed in front of Electro, he started chuckling.

"What's so funny Tink? Find old Hook kissing a coconut?" Spider-Man asked. Electro's chuckle turned into full on psychotic laughter that made Spider-Man stop joking entirely.

"No… it's just that you're drenched in water, and water is a great conductor of Electricity…" Electro said breathing heavily, exhaustion evident on his face.

"Oh there's just one problem… you don't have any fairy dust left… you're drained." Spider-Man said.

"Not… Exactly…" Electro said as he stuck his index finger in the water puddle on the ground, and electricity began traveling throughout the puddle, before Peter had a chance to react, the electricity reached him and used the water to conduct around his body. Electro stood up and looked at the unconscious form of Spider-Man, and walked off.

 **-Oscorp Building: Doctor Connors Office-**

Dr. Curtis Connors was sitting at his desk looking over the results of the latest results from the rodent labs.

"Specimens five and six accepted the modified serum for approximately ten minutes before death occurred, we have updated the serum once again and given it to seven and nine while eight and ten are trying a differently modified version, but I am not optimistic about this one…" He said into a tape recorder.

"Neither am I, Dr. Connors." A voice said from his door way. Dr. Connor turned to see Norman Osborn.

"Ah… Mr. Osborn, to what do I owe the pleasure of an unexpected visit." Dr. Connors asked politely.

"Your research..." Norman said, and Dr. Connors knew that this wasn't going to be good for him. "Dr. Connors… you haven't had a single successful result in how many months now? Three? Five? How much longer did you think you could waste this company's time and money?"

"Mr. Osborn… with all due respect I must-."

"Unless these next results are successful… We're letting you go and handing your work down to someone who might actually get something done."

"W-w-what's this about, and who are you handing my work over to?"

"I just told you what this is about… and if your work proves unsuccessful… Michael Morbius will be given control of your lab. Where as you can go work at the zoo."

"Morbius?! That man is nothing short of a condescending egotist who has an unhealthy obsession with bats!"

"As for his 'obsession' the same can be said for you and reptiles… as for him being a condescending egotist, he's a condescending egotist who can provide results…" Norman then turned toward the door. "Good night, Dr. Connors."

 **-Elsewhere in New York-**

When Peter woke up he saw that he was in the backseat of a car. Even though he was hazy he noticed that he still had his full costume on, but what brought him out of his stupor was the fact that he heard a police scanner that was built into the radio in the front seat.

"Wait what the?" Peter said looking around, that's when he noticed that his hands were cuffed behind his back. "Oh you have got to be kidding me…" He said throwing his head back against the seat.

"I'm afraid not web-head, looks like you're going to be spending a _long_ time in prison." The cop in the front seat said.

"For what?" Spider-Man asked.

"Unlawful vigilantism, assault, disrupting the peace, the list goes on and on with you, guy."

"What about those guys up in the Baxter building? They're vigilantes."

"You mean the Fantastic Four? guy, they're with the government, their doin' this legally."

"Well how do I get with the government?" Spider-Man asked.

"Hell if I know." They then heard what sounded like a very frantic voice on the police scanner. "Hey this is Officer Tony, I'm here please repeat over." There was a silence. "Please repeat." Spider-Man's spider-sense went off.

"Hit the brakes!" Peter yelled. The cop didn't think to question him as he did so, and not a moment too soon, because as soon as the car stopped another, very mangled cop car landed in front of them. The cop turned around with a shocked expression on his face.

"You just saved my life, I owe you big time." He said turning around.

"You know, I really don't do this for the rewards, but do you think you can maybe, you know?" He said trying to move his hands.

"Oh… sure, sure…" He said as he reached behind him and unlocked the cuffs. "Don't tell anybody about this alright?"

"Surethinggottogobye!" Spider-Man said quickly before he started swinging towards the source of the mangled up cop car, when he saw something that made his blood run cold.

"Is… that… a… giant…. Lizard?" He saw as he saw a large bipedal reptilian tossing over cars. Peter groaned when he realized he wasn't imagining it. "Will this night ever end?!" He said as he began swinging towards it.


	17. The Lizard

_A/N: Hello and welcome back to the story! So yeah… I have written three chapters for different stories today… so yeah… Please remember to leave those reviews that I love oh so dearly… Saying of which:_

 _ **spiderman1fan:**_ _Thanks for the review… as for an alternate dimension or planet... I'm not sure that will happen in this story, BUT I do have a cross over story planned, but its top secret._

 _ **ArthurShade:**_ _Yup… Poor Peter…_

 _So as I said in spiderman1fan's review response… I have a cross over planned… but that's all I can say about it… nothing else… its secret… So without further announcements… I humbly bumbly present:_

 **Along Came a Spider-Man**

 **Chapter 17: The Lizard**

Peter watched as the large reptilian humanoid hopped across the roofs of abandoned cars and tried attacking anyone who was still too close. Peter then fired a web-line at a lamp post and used it to as a pivot point to swing toward The Lizard. Spider-Man tried to kick The Lizard mid-swing, but had to abandon that attempt when the reptilian attempted to slash at Peter. Peter was close enough to see the tattered remnants of a lab coat, shirt, and pants on his foe. The Lizard then ripped a door mirror off of one of the cars and threw it at Spider-Man.

"I hope they had insurance…" Spider-Man said, he jumped out of the way of The Lizard's attempt to tackle him to the ground. Peter continued dodging The Lizard's attempts amazed at just how fast the near seven foot tall reptilian could move. The Lizard managed to get a lucky and pinned Spider-Man to the roof of a car by the neck. Peter could see what The Lizard was planning due to the primal look in its eyes. It raised its free hand and prepared to slash at Spider-Man with a roar, but was stopped when someone kicked the beast off of him. Spider-Man saw that the person who had helped him was dawned in a skin-tight green suit with purple gloves and boots as well as a purple mask and cape. The mask had black eyes with white slits and the suit had a light green logo on it.

"… and who are you?" Spider-Man asked getting up.

"An ally, call me The Prowler." The man said. "I'm here to help."

"Look no offense… I can see you put a lot of work into your costume… and you've got a pretty good motif thing going for you, but you'd probably just get in my way." Spider-Man said turning to go apprehend The Lizard.

"Really? Didn't I just save your ass?" The Prowler asked.

"Look! Thanks for your help but I do-." He was cut off when he ducked under a mailbox being thrown at him. "Fine, just don't get in my way." Spider-Man said. The Lizard charged at the Prowler who ducked under the swipe and landed several punches to The Lizard's stomach before having to back away to avoid getting scratched, Peter took advantage of the large reptilian's distraction to jump onto his back and started trying to web him to the ground. The Lizard tried to scratch at Peter, but his hand was webbed to his shoulder after he tried, he tried to do the same thing with his other hand, only yielding the same result. The Prowler ran up to The Lizard and landed several punches to his adversaries stomach while Peter held him back, but The Lizard's immobility was short-lived as he jerked his shoulder forward tossing Spider-Man into The Prowler. He then tore the webbing that was holding his arms in place and roared at the two of them before running over to a sewer grate and ripping from the ground, The Lizard then crawled into the sewer. Spider-Man and The Prowler stood up and dusted themselves off.

"So… who got in whose way?" The Prowler asked, but Spider-Man just waved it off.

"Look I could stand here and argue with you, but I've had a rough night." Spider-Man said swinging off. Leaving the Prowler standing there. He then ran into a dark alley and disappeared.

 **-=New York City Prison=-**

 **Visiting Room**

Flint Marko walked into the visiting room and saw his wife sitting in the chair across the table he walked over to the table and sat down.

"Marcy it's so good to see you." Flint said.

"We need to talk." She replied seriously. He was confused as to why she was like this. "I can't believe that you did this again Flint, I thought you were done!" She said.

"Marcy… I am done, I was framed I told you." Flint said.

"I saw the goddamn security footage, that was **your** face wasn't it?" Marcy said.

"Marcy… Why don't you believe me?" Flint asked. "Someone framed me, I was going to turn things around for us… so we could live a bet-."

"A better life? By robbing your way to the top? Flint… I thought that if we got married I would be able to save you from this… but I was wrong." Marcy said tearing up.

"N-no, you did change me, and for the better Marcy I-."

"I want a divorce." She said cutting him off. His face changed instantly to one of shock.

"N-no d-don't do this Marcy! I swear it wasn't me!" Flint said desperately.

"It's already done. Goodbye Flint." She said walking out leaving a broken Flint Marko behind. Flint was led back to his cell, where he just sat there on his bed, his gaze not fixated on anything he didn't even notice when two officers walked into his cell. When they told him to come with them he just idly followed them and was led to an office where a doctor was sitting, but Flint Marko didn't hear anything that was said to him and was led into a big circular room, with three pylons in it and sand on the floor.

"Vat's vith him?" The doctor asked.

"His wife just divorced him. So what's with the pylons?" The officer asked.

"Zis is a different experiment zen ze last one." The doctor explained. "Have you ever heard of ze great Captain America?" He asked. "Zis is our attempt to replicate the experiment that created him." He then turned to one of his assistants. "Activate the pylons." The assistant nodded and typed a command into the console. The three pylons began to spin around Flint Marko, causing the sand to fly around the room. The experiment was going well until they heard:

' _Warning: There is debris lodged in Pylon three.'_

' _Warning: There is debris lodged in Pylon one.'_

The doctor saw that the pylons were dislocated and beginning to shift out of place. "Stop ze experiment! Ze sand is getting into ze machines!" The doctor ordered, but when the assistant tried, it was too late. Pylon three had been thrown out of place and crashed into Pylon two. Flint Marko was starting to come out of his trance as his life began flashing before his eyes. Then he felt what felt like tiny rocks being slammed against his skin, he looked at his hands to see that they were starting to blow away like sand. He screamed as he saw his body being turned to sand before his eyes. By the time the doctor got the Pylons turned off, Flint Marko was gone.

The doctor turned to two armored guards. "Go in zere and see if you can find him." The two guards nodded and entered the room. The looked around.

"Sorry sir, there's nothing, but sand in here." The first one said. He tried stepping toward the exit, but found that his foot had sunken into the sand. "What the fu-." He was cut off when a column of sand shot out and sent him flying into the wall across the room. The other guard tried to find Marko, only to have the same thing happen to him. Marko then rose out of the ground. Glaring at the observation platform.

"Gas ze chamber…" The doctor said.

"But sir the two guards are still in there." The assistant said.

"I said gas ze chamber!" The doctor yelled. The assistant nodded and typed into the console and soon the room was filled with a green smoke. The doctor then breathed a sigh of relief, until there was a loud thud on the door. Followed by another, and another. With each thud there was a more noticeable dent in the door, but right when the door seemed like it was going to give way, it stopped. There was an eerie silence for what felt like days, but in reality it was only ten seconds before one last slam broke the door, causing alarms to go off. Marko entered the room and knocked the assistant unconscious and then walked up to the doctor and grabbed him by the neck.

"I know who you are, I know who you work for, so I'm only going to ask this once: Who is the fucker who framed me?!" Flint yelled. The doctor was silent for a second.

"You said you know who I vork for, so if I told you, he'd kill me, vat's my incentive?"

"If you don't tell me **I** will kill you and ask Fisk himself!" Marko yelled.

"I don't know who it vas… only zat he calls himself ze Chameleon." And with that Marko dropped him and walked towards the exit.

"It's suicide to go after him." The doctor said.

"Too bad for him, he's already taken away everything I had to lose." Marko said before walking out.


	18. Rhinoceros Rematch

_A/N: Hello and welcome back to the story! I'd like to thank everyone for reading and following this story, and would like to remind you to leave a review down in that box thingy down below… it's right down there…_ _seriously… right there… Saying of which:_

 _spiderman1fan: I'm excited to begin working on the crossover… but it's still in early planning though._

 _ArthurShade: Nice._

 _Looks like there aren't any announcements so without further ado… I humbly bumbly present:_

 **Along Came a Spider-Man**

 **-=Chapter 18: Rhinoceros Rematch=-**

Peter was in his temporary room in the mansion thinking about his encounter with The Lizard. He was trying to figure out how something like that could exist. His mind remembered the tattered lab coat with the Oscorp symbol on it and remembered the documents he grabbed off the truck. He went over to the drawer where he kept them and flipped through them until he found the one he was looking for.

"Human Regeneration Serum Version 3…" Peter noticed that the serum's creator was Dr. Connors. He remembered how the Doctor was using reptilian DNA to create the serum. It was a bit of a stretch, but it was all he had to go on. He began grabbing his Spider-Man suit when he stopped. What exactly was he planning on doing? It wasn't like he could waltz on into Oscorp and go to Dr. Connors' lab, he decided he would have to wait until night and break in, no matter how much he didn't like it. With that settled he began thinking about that 'Electro' guy. He got knock on the door and, after getting permission, Rogue entered.

"Are ya alright?" She asked entering the room.

"Yeah, why do you ask?" Peter responded.

"Because ya got your ass handed to ya last night." She said sitting on the bed next to him. She noticed the formula sheet on the bed. "What's that?"

"Just a hunch I have about that lizard thing." Peter said. "I'm going to have to break in to Oscorp tonight in order to confirm it though."

"Doesn't your best friend's dad own it or somethin'? Why don't ya just ask te see it?" Rogue asked.

"Harry doesn't really see _eye to eye_ with his dad." He explained. "Though that would be preferable to breaking in, it probably wouldn't work out."

"So what's the plan for now?" She asked him. Before he could respond his radio went off.

" _Attention all units, attention all units: We have a man in a large armored suit going on a rampage down Broadway, please respond."_

"When I get back I'm going to break that thing…" Peter said grabbing his suit. "But for now… I'm going to visit Broadway."

"Stay safe alright?" Rogue said. "You're pretty much the only person ah trust here." Peter nodded as she left the room to allow him to get dressed. Peter got his suit on and leapt from the window and made his way over to Broadway. Once he got there he saw The Rhino smashing up some cars.

"Hey big guy! When'd you get out? You should've called we could of grabbed a pizza." Spider-Man said. The Rhino turned to look at him with his face-plate up.

"It's about time you arrived _Spider-Man_. I was begging to think I was wasting my time." The Rhino said, lowering his face-plate. "Now then… LET'S DANCE!" The Rhino said hurling a car at Spider-Man, who jumped over the car from his position on top of a lamp post.

"I don't know what kind of dance that is, but I don't want any part of it…" Peter said. The Rhino reared back and prepared to charge his adversary. Spider-Man responded by firing a web-line at a sewer grate. Once the Rhino was within range Spider-Man swung the sewer great striking The Rhino in the side of the head, throwing him off course. Spider-Man took advantage of this and jumped onto his back.

"Chalk up another one for the amazing-." Spider-Man said trying to rip the face-plate up, but found that he couldn't. "Uh-oh… that isn't good."

"Magnetically sealed… I made a few improvements since our last fight." The Rhino said. He reached behind him and grabbed Spider-Man and threw him into a tour bus. "Now, I'm going to enjoy squashing you."

"What's with the squashing? Couldn't you just wrap me in a paper towel and throw me out the window?" Spider-Man said getting to his feet, but was grabbed again by his larger foe and slammed into the bus. The Rhino then reared his spare hand back.

"Prepare to die Spider…" The Rhino said, but before he could swing his fist forward, some sort of energy blast hit him from behind, causing him to drop Spider-Man.

"Sir… as much as I hate spiders, I think you're getting a little carried away." Said a mechanically filtered voice. The Rhino turned to look at a man wearing red and gold armor with a glowing blue circle above the heart.

"And who are you?" The Rhino asked angrily.

"Iron Man." The armored fighter said raising his hand up, and his palm started glowing. "Hey spandex-lad, mind getting out of the way, and let me handle this?" Iron Man said to Spider-Man.

"What are you talking about? I was here first!" Spider-Man said.

"Yeah well, I called dibs." Iron Man said.

"Dibs?! What is this pre-school?!" Spider-Man said.

"Are you two finished?!" The Rhino yelled getting irritated.

"*Sighs* Sit down for a second… Let daddy talk to mom." Iron Man said firing a repulsor blast at the Rhino, knocking him down. "Seriously kid, stay out of my way… Rookies." He finished and started walking over to The Rhino, but as soon as he got close, The Rhino punched Iron Man, sending him careening into a wall.

"And you say I'm the rookie?" Spider-Man asked sitting on the hood of a nearby car. "Let me show you how it's done Ferrous Fellow." Peter then jumped into the air and swung over to The Rhino. Leaving Iron Man to un-imbed himself from the wall.

"Alright, so the kids got jokes." He said when he finally got free. He watched as Spider-Man avoided The Rhino's strikes, and tried webbing the joints on the armor. "Jarvis, start looking for a week-point on that armor."

"Already on it sir." Said a voice in Iron Man's suit. Spider-Man dodged another hit from the Rhino, and began webbing his hand to the ground, but the Rhino simply pulled his hand up, along with the concrete.

"Seriously?" Spider-Man said, now dodging strikes.

"Hey Arachnid-Boy, get down." Spider-Man did as he was told and ducked as three rockets flew over his head and connected to the armor on his suit, but didn't explode.

"Really? Of all the gadgets you probably have on that thing, you chose to use the dud-rockets?" Spider-Man said.

"Trust me if I was planning on blowing him up he'd be gone by now." Iron Man said. The Rockets then activated and started flying The Rhino down the street. "Bingo." Iron Man said raising up his gauntlet. The Rhino began charging down the street. When Spider-Man saw that he wasn't firing he got worried.

"Uh, any day now Golden Boy!" Spider-Man said.

"Wait for it." Iron Man said priming his gauntlet. The Rhino continued to get closer.

"Seriously! Now would be good!" He said getting ready to get out of the way.

"Wait for it…" Iron Man said, his gauntlet fully charged. The Rhino was about fifteen feet away and closing. "NOW!" He said firing his gauntlet at The Rhino's knee joint, causing him to start to tumble forward, and start sliding forward until his horn was barely an inch from Spider-Man's eye.

"If that's the effective range on those thing… you need to work on that." Spider-Man said leaning on a car, letting out the breath he was holding.

"Oh I could have easily hit him from where the rockets dropped him off. I was just getting you back for that _'ferrous fellow'_ bit." Iron Man said.

"Oh, ok… Wait what?" Spider-Man saw that Iron Man was getting ready to fly away. "Hey, aren't you going to pick this up?" Spider-Man said gesturing to the collapsed Rhino.

"This wasn't my mess… and besides, you were here first." He said activating his thrusters.

"But you called dibs!"

"Dibs? What is this pre-school?" Iron Man said flying away. Leaving a **very** angry Spider-Man behind.

 **-=Later That Night=-**

Spider-Man was sneaking towards the Oscorp building. He looked at the window to Dr. Connors lab and saw that there was a hole in it. He swung over to it and walked in. He saw that the lab was in a state of chaos. There were papers all over the place, and smashed desks. He walked over to a camera on a tripod that had been knocked over and picked it up. When he wound back the footage he saw Dr. Connors standing in front of the camera.

" _Hello, my name is Dr. Connors, and after months of unsuccessful trials on mice, I have decided to conduct the latest modified serum on myself…" Dr. Connors then injected himself with the serum, and the stub where his arm used to be began to grow into an arm, but Dr. Connors celebration was short lived as he began screaming and grabbing his head. His screams became more beast like, and his skin started becoming scaly. Dr. Connors then charged at the camera and knocked it over, ending in a 'corrupted footage message'._

"Doc… what did you do?..." Spider-Man said as he looked at the camera. He decided to take the footage with him, but he then heard a low growling behind him. "Oh… Fuck…" Spider-Man said when he felt something big land right behind him.


	19. Rumble at Oscorp

_A/N: Hello and Welcome back to the story! I just wanted to say that shirt you're wearing is amazing (No pun intended). And I wanted to thank you guys for the reviews… saying of which:_

 _spiderman1fan:_ _Glad to see that you enjoyed the banter, a lot of it was inspired by Amazing Spider-Man #534 during the civil war storyline._

 _ArthurShade:_ _Nice… BTW I have to ask… Where'd you get your name from? I'm just curious is all._

 _Christhedude103:_ _Welcome newcomer! Thanks for the review._

 _Ladies and Gentlemen we are about to begin our main event! In the right corner he's lean, he's mean, he's a crime fighting machine! He's SPIDER-MAN! And the left corner, he's big, he's scaly…He's The Lizard. Now then… Let's get ready to RUMBLEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!_

 **-=Along Came a Spider-Man=-**

 **Chapter 19: Rumble at Oscorp**

Spider-Man ducked under the Lizard as the large beast lunged at him. The Lizard quickly recovered and stared down the red and blue clad fighter, The Lizard started growling.

"You sound hungry…" Peter said backing up. The Lizard started crawling forward. Spider-Man then put his hands under one of the desks in the lab. "But unfortunately spider isn't on the menu." He said flipping the desk through the air causing it to break against The Lizard's tough skin. The Lizard then narrowed his eyes at Spider-Man. "And now you're pissed… Great." He jumped in the air and latched onto the ceiling when The Lizard pounced at him again. Peter looked at the gaping hole in the window, and tried to jump through it to give himself more room to move around, but he felt something grip his ankle, and pull him back inside. He was then slammed onto his back and was being pinned down by The Lizard's hand on his neck. The Lizard then reared back his other hand getting ready to slash his foe across the face. Peter planted his feet on the chest of the Lizard, and pushed him off, but the Lizard had already swung his claw, but instead of it hitting his face, it raked down his chest as the large reptilian flew back. Peter clutched his chest in pain as he stood up and started leaning on a desk for support. The Lizard got back up on his feet and began charging at his prey once again. Spider-Man jumped towards the Lizard and reared his fist back, but was hit in the side by the Lizard's powerful tail. When Spider-Man recovered, he saw his adversary charging at him. Spider-Man then flipped over his head and landed behind him, before The Lizard could react Spider-Man kicked his foe in the back, sending it towards the broken window. He then followed up by webbing The Lizard's libs to the edges of the window. Peter then fired two web-lines at the sides of the window, and began walking backwards, pulling the web-lines with him. When the webs wouldn't stretch anymore he jumped up and began flying towards the struggling reptile. He tackled The Lizard through the hole in the window and the two of them began falling towards the street below, trading blows along the way. Spider-Man pushed against The Lizard with his feet, sending them both to different buildings. The Lizard used his claws to slow his decent, while Spider-Man clung to the wall. When the powerful reptilian got to the ground, the civilians around began to panic. The Lizard began growling at them, but turned his attention to Spider-Man, who just landed on the ground. The Lizard growled at him, and turned and grabbed the bottom of a car, and began lifting it into the air. The Lizard then hurled the car at a couple of civilians who were trying to leave the area. The two pedestrians ducked when they saw the car coming towards them, bracing for the impact, but it never came. They looked up to see Spider-Man holding the car, and set it down safely.

"Y-you just saved my life." One of them said.

"Don't mention it…" Peter said panting. He looked around for The Lizard, but didn't see him anywhere. _'Damn…"_ Peter thought, he began swinging back towards the mansion.

 **-=The Mansion=-**

Rogue was currently laying on her bed reading a book. She had been given a room in the mansion, though she was a bit surprised when she was told she'd have a roommate.

"So… Roommates huh?" Rogue's roommate Kitty asked from her bed.

"Yup…" Rogue said. The two just sat in awkward silence for a few seconds.

"So… what do like to do?" Kitty asked. Rogue actually found it difficult to answer that properly.

"Well… ah guess ah like reading…" Rogue said, trying to think of anything else she could say, but couldn't come up with anything.

"Well you're not alone in that boat… Though I'm sure we read completely different things." Kitty said.

"What do ya mean?" Rogue asked, placing a bookmark in her book and closing it.

"I read research papers… I'm kind of a science geek." Kitty said acting shy.

"You and Peter would get along just fahne then." Rogue said.

"What's Peter like?" Kitty asked. "Is he anything like he is when he's-."

"Spider-Man? Not really, he's a lot more reserved, and he's a bit of a geek, but other than that, he's kind, and smart." Rogue said.

"Ooh… Sounds like someone's got a crush." Kitty said. Rogue blushed lightly, but soon frowned.

"Even if ah did… it wouldn't matter, ah doubt that Peter would want a girl he couldn't even touch." Rogue said. They were interrupted by the sound of someone tapping on their window. They looked out the window to see Peter in his Spider-Man costume holding his mask in his hand. Rogue stood up and opened the window.

"Did I interrupt anything?" Peter asked. Kitty then noticed the slashes on his costume.

"Are you alright?" She asked.

"Oh this? This… is nothing… you should see the other guy." He said.

"You mean that big Lizard guy?" Kitty asked.

"Yeah… turns out that Dr. Connors turned himself into that thing." Peter said holding up the footage.

"Dr. Connors… you mean the herpetologist? How?" Kitty asked.

"He injected himself with some sort of serum... and it transformed him into that thing."

"Well what happened?" Rogue asked.

"He threw a car at some pedestrians, when I was catching it… he escaped. I plan on using whatever I can gather from the footage of his transformation, and the formula sheets I managed to gather to try to develop a cure. Hey Kitty, you know his research right?"

"Kind of… but, only the basics, if you want help, you're going to need to talk to Dr. McCoy, he knows more about this stuff then anyone." Kitty said. "He has a lab down in the sub-levels, I can show you where it is." Peter nodded and said he was going to get changed. "Oh and a word of warning… His appearance can be a bit… much… to take in." Kitty said.

"Don't worry I think I've seen just about everything." Peter said walking away.

 **-=Ten Minutes Later=-**

"Dr. McCoy?" Kitty said entering the lab, followed by Peter and Rogue.

"Ah… Kitty, to what do I owe the pleasure? And who are these two?" Said a gentle voice from seemingly nowhere.

"Uh… Hello?" Peter asked.

"Up here." Said the same voice. Peter looked up to see a big, blue, hairy man hanging from the ceiling, dressed in a lab coat, and a pair of reading glasses. He folded up the newspaper he was reading, and dropped down from the bar on the ceiling. He saw the stunned looks on Peter's, and Rogue's faces. "Allow me to introduce myself, I'm Hank McCoy." He said offering his hand.

"P-Peter Parker." He said shaking Hank's hand.

"Ah, Parker, I've heard good things about you, and who's the young lady?" Hank asked with a smile.

"Ah'm Rogue." She said.

"I hope I didn't frighten you with my appearance." Hank said. "So, what can I help you with?"

"Actually, I was hoping you could take a look at this." Peter said pulling out the camera footage. After Hank watched it, he was surprised.

"It seems that Dr. Connors underwent an extreme cellular transformation, but it's almost unlike anything I've ever seen." Hank said.

"Almost?" Rogue asked.

"I didn't always look like this, Ms. Rogue." Hank said. "It's an extraordinary transformation, so what is it that you need me to do?"

"I was hoping that you'd help me develop a serum that would reverse the effects." Peter said.

"I would love to help, but unless I have the formula of the serum that he used, I'm afraid there is only so much I can do." Hank said.

"Actually, when I went to Oscorp, I picked up several formula sheets, and I also have one that I picked up in the back of an armored truck." Peter said, pulling the formula sheets out and handing them to McCoy. After McCoy flipped through several of them, he looked at Peter.

"These are certainly complex… I'll take a look at these, but you get some rest. We'll get to work tomorrow."


	20. Showdown in the Sewers

_A/N: Hello and welcome back to the story! So I have an announcement to make, as you know Deadpool made a very noticeable appearance in this story, and since I had so much fun writing him, I decided to give him his own story, you can find it on my profile it's called: Deadpool's Great Adventure. So if you're interested I suggest you go check it out. I'd also like to thank you guys for your continued support of the story and the continued reviews saying of which:_

 _ **spiderman1fan:**_ _Yeah… I got inspiration from that scene because I thought it was well written_

 _ **Gako959:**_ _Welcome newcomer! Thanks for the kind words, and yeah, I wanted to keep Spider-Man solo, because that was something I always enjoyed about him, up until he became an Avenger, he usually fought alone with minimal help from other heroes._

 _ **Phoenix X 2:**_ _True dat…_

 _Oh yeah… Happy 20_ _th_ _Chapter!_

 _There are no further announcements so without further ado… I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Chapter 20: Showdown in the Sewers=-**

Spider-Man was currently swinging through The New York skyline, looking for any signs of The Lizard. He and Hank McCoy had spent a long time last night synthesizing an antidote for Dr. Connors, and Peter hoped it was worth it. While he was swinging, he caught a glimpse of someone he recognized. It was The Prowler standing atop a building looking down at the streets.

"What are you doing up here?" Spider-Man asked him.

"I assume the same reason you're swinging around, I'm looking for our reptilian friend." The Prowler said.

"Get any hits?" Spider-Man asked walking up to the edge of the building next to him, deciding that he probably needed some help to take this thing down.

"I've tapped into the traffic cams, as well as placed some of my own cameras to see if I could find his territory, and I've narrowed it down to this area. The only problem is, he rarely leaves his _nest_ … wherever it is."

"I see you've improved your suit…" Spider-Man said.

"Yes, I've developed a form of ballistic padding in my suit, as well as added some other improvements."

"Hey what's that?" Peter asked as he noticed a sewer grate moved slightly out of place.

"It looks like we've found the nest." The Prowler said as he backed away from the edge.

"Taking the stairs?" Spider-Man asked.

"Not quite." The Prowler said as he dashed towards the edge and leapt off the building, gripping the edges of his cape, and he glided down.

"Show off…" Peter said to himself as he jumped down. When the two of them got down to the sewers they began looking for their target.

"So what's the plan web-head?" The Prowler asked.

"I managed to develop a serum that will reverse Dr. Connors' condition." Spider-Man said.

"Dr. Connors? The herpetologist?"

"That's the one." The two of them decided to split up and use different methods to track The Lizard. Peter was using his webs, and the Prowler was using motion sensors. The two met up after they covered a large area. The two of them waited for seemingly hours before they got a hit.

"Anything?" Spider-Man asked, sounding like he was on the verge of sleep.

"Nothin'… You?" The Prowler asked.

"Nope." A loud beeping was suddenly heard on The Prowler's gauntlet.

"Looks like something big's heading this way." The Prowler said, but then Peter's webs started vibrating. "Didn't you set those up in the opposite direction?" The Prowler asked.

"Yeah…" Peter said confused. _'How can he be in two places at once? Unless…'_ They both took fighting stances and prepared for the upcoming fight. After a few minutes, small lizards started walking into the room from both tunnels.

"Looks like it was nothing after all…" Prowler said turning off the motion sensors. Peter then detected something in the room with his spider-sense.

"No… he's in the room with us…" Spider-Man said.

"How do you know?" The Prowler asked. Then, a large humanoid reptilian jumped down from the ceiling and screeched at them. Spider-Man leapt into the air and landed on The Lizard's shoulders. Before Connors could shake him off The Prowler charged in and landed several punches to his abdomen. The Lizard batted The Prowler away with the back of his hand, and grabbed Spider-Man, and hurled him at the ceiling of the sewer. The Prowler recovered and charged at his reptilian foe, and he ducked underneath an attempted swing from the larger of the two, and he threw small devices near The Lizard's head, and they exploded into bright flashes of light that dazed the reptilian.

"Spider-Man, now!" The Prowler shouted. Peter pulled out a syringe and dashed towards The Lizard, but when he got close, his adversary swatted him away with his tail, causing him to drop the syringe. The Prowler ran up to the enraged reptile and landed a punch directly to the jaw. The Lizard tried to retaliate with his claw, but his hand was held back by Spider-Man's web. Spider-Man then used the web-line to pull himself in to land another punch to the other side of his jaw. This exchange went on for a few moments, until The Lizard grabbed both of their hands and threw them in opposite directions. He went to engage The Prowler, but found that his arms were being held back by web-lines. The Prowler ran towards The Immobilized Lizard and picked up the syringe on the way. The Lizard broke the web-lines holding him back, and swatted The Prowler, but in doing so allowed Spider-Man to dash over to the large reptilian. The Prowler threw the syringe up to Spider-Man, and when he caught it, he injected it into The Lizard's chest, he held it in place until the syringe was empty. The Lizard threw him from his back, but soon started roaring in pain, and grabbing his head. He started to shrink, and his right arm began receding. The Scales that covered his body began turning into human skin, and hair was starting to grow from his head. After the transformation was complete, Dr. Connors lay on the ground in tattered clothing.

"W-what happened? Why am I here?" The Doctor asked.

"Dr. Connors, that serum that you tested on yourself turned you into a large reptilian hybrid, me and my sidekick here-." Spider-Man began.

"Sidekick?" The Prowler asked crossing his arms.

"My _'partner in crime'_ here, and I used a serum developed from your formula sheets to counteract the transformation."

"I can't believe that happened… thank you, both of you… d-did I hurt anyone?" Dr. Connors asked.

"Thankfully not… but I think it's time for you to get back home… where do you live, I can drop you off on my way back?" Spider-Man asked.

"Just drop me off at the airport, I'll catch a plane to Florida." Peter nodded and turned to the Prowler.

"See you around I guess…" Peter said, grabbing Connors and swinging away. The Prowler nodded and looked around the sewer after he left.

"Now how am I supposed to get out of here?"


	21. Going on a Trip

_A/N: Hello and welcome back to the story! Thank you guys for your continued support of the story with the reviews and what not, saying of which:_

 _ **spiderman1fan: Glad you enjoyed it.**_

 _So remember that Crossover story that I was making… yeah its up now, so just go onto my profile and click on it… trust me you'll know what it is when you see it, but first this chapter. Since there are no further announcements, I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Chapter 21: Going on a Trip=-**

Peter Parker was walking in to The Daily Bugle because he had gotten a call from JJ's assistant Betty. It had been a couple of weeks since he and The Prowler defeated Dr. Connors, and he had graduated from high school. He'd heard that Gwen and her family had officially moved back to New York, but he hadn't gotten a chance to visit her yet. He walked up to Betty's desk and said hi to her.

"Hey Pete, I'll buzz you in." She pushed a button on her desk and the door to Jameson's door unlocked. Peter walked in and what he saw surprised him. He saw Gwen sitting in front of Jameson's desk talking to him.

"Parker! You're late! Sit down!" Jameson barked. Peter nodded barely able to keep his eyes off of Gwen.

"Ms. Stacy tells me you two know each other." Jameson said.

"Uh… yeah we do…" Peter said finally diverting his attention from his blonde friend.

"Good, because I need you two to pack your bags because we're going on a trip." Jameson said.

"Wait, what? To where?" Peter asked.

"OmniCorp is unveiling a new product out in Detroit, and they've invited me, a reporter, and a photographer to capture the release… What are you two still doing here?! I said start packing! Be at the airport by 3:30" Jameson yelled. Peter and Gwen nodded and walked out of his office. When they got in the elevator they started talking.

"Well… Jameson's certainly intense." Gwen said taking a deep breath.

"So… you work at the Bugle as a reporter now?" Peter asked.

"Yup." Gwen nodded. "And it looks like I'm already getting to travel somewhere. So… lucky break?" She said.

"Wait a minute I have to call Aunt May." He pulled out his cellphone and told her about the trip, and about the fact that Gwen was coming with.

"Okay Aunt May, bye… Well it seems Aunt May wants to have lunch with us before we go to the airport. They went to the restaurant that Aunt May told them to meet her at. When they got there they saw that Rogue and Kitty were sitting at the table with her.

"There they are, come sit down." Aunt May said. "We were already eating here when you called. Gwen, this is Rogue, and Kitty." After introductions were over the five of them started talking. Rogue and Kitty were surprised to learn that Gwen knew about Peter being Spider-Man. After a few minutes of them talking Peter and Gwen left to go get packed.

When Peter got to his new apartment he saw Harry sitting on the couch watching something on the TV.

"Oh hey Pete, so what'd old Jameson want?" He said.

"Evidently I'm going to Detroit to help capture the release of a new product from OmniCorp." Peter said as he started packing his clothes.

"Well I'm sure going to miss you Pete, it's going to get pretty lonely in here while you're away." Harry said.

"I'm not getting shipped off to my death. I'll be fine." Peter said. "Besides what's the worst that could happen?"

 **-=Fisk Tower Sublevels=-**

"Sure sucks for the good Doctor doesn't it?" Dmitri said waiting for a group of engineers to finish working on something.

"Well, he shouldn't have talked…" Fisk said.

"Well now we don't have the machine or the device… you sure your engineers can replicate the device he made?" Dmitri asked.

"Why don't we find out?" Fisk asked. Dmitri shrugged and removed his coat, revealing a white sleeveless shirt underneath. He stepped into the new device, which was basically a hexagonal glass tube with devices inside of it, and waited for the device to activate. When the procedure began smoke began filling the chamber, obstructing everyone's vision, but then lights turned on creating a silhouette of Dmitri standing in the chamber.

"Chemicals are in the chamber… beginning procedure." The person controlling the device then activated the rest of the device. After a few seconds Dmitri began screaming in agony as he felt himself transforming on a molecular level. Through his hazy vision he could see his skin turning scaly and white. He could see his nails turning into claws, but he could also feel his other senses enhancing, he could begin to smell the individual chemicals in the vapor cloud. Then suddenly the procedure ended, and the vapor cloud began to dissipate. He crawled out of the chamber and caught of his breath, which he found to be slightly haggard.

"Dmitri… are you alright?" Fisk asked. Dmitri looked up. _(Imagine the way The Lizard's face looks in The Amazing Spider-Man)_ and stared into Fisk's eyes, and chuckled. Fisk then noticed his now white, scaly skin turning into what looked like red spandex.

"There is no more Dmitri… I am now… The Chameleon…" He said as he then transformed himself to look like an identical copy to Spider-Man.

 _A/N: Alright so that is it for now on this story, but don't worry as soon as I finish the cross-over I'm going to continue this one. And here's a sneak peek at what's to come when we come back:_

 _ **-=(Sneak Peek)=-**_

Peter was swinging through the streets of New York at night looking for any signs of trouble. When he noticed something falling from the sky and land in central park. He swung over to where the meteor landed and investigated it. He walked up to the broken space rock in the ground and began looking at it, when his phone started ringing. When he saw the caller ID he nearly face palmed.

"Damn… Hey Rogue… Yeah I know… I forgot… I'm very sorry, I just got pre-occupied… Okay love you too… bye." Peter then sighed. "I wish something would happen which would make things so much easier?" Peter asked. He then took one last look at the meteor. When he saw something moving around in the broken rock.

"What the-?" He was cut off when a strange black ooze jumped at him from the rock.

 _ **-=(END)=-**_

 _For Now…_


	22. Spider-Man vs RoboCop

**-=Spider-Man vs RoboCop=-**

 **-=Chapter 1: Welcome to Detroit=-**

Peter Parker, Gwen Stacy, and J. Jonah Jameson all arrived at the hotel that Jameson reserved for them. After getting their room keys, they took the elevator up to their rooms. Peter still couldn't believe that Jameson had brought them out here. Evidently OmniCorp was unveiling a new product and they wanted _"The best news companies in the country"_ to cover it.

"I hope you two don't mind sharing a room I couldn't get more than two." Jameson said putting a cigar in his mouth.

"Don't worry we'll be fine." Gwen said. Once they got up to their floor they learned that their rooms were right across the hall from each other. Jameson went into his room, and Gwen and Peter went into theirs. They put their bags by their beds and they got settled.

"I have to ask, why'd you become a reporter for the Bugle?" Peter asked.

"Well I needed to pay for collage somehow, this just seemed like the easiest way." Gwen said. She then noticed Peter digging around in his bag. "Don't tell me you've brought your suit..." She said. She then noticed him pull out the Spider-Man suit and web-shooters. "You brought your suit." She said chuckling.

"I'm wanting to take a look around the city tonight before the interview tomorrow." He said looking over his gear.

"And by 'looking around' you mean fighting lowlifes?" Gwen asked. "So what's going on between you and that Rogue girl?" Gwen asked.

"What do you mean?" Peter asked.

"Peter I've known you since we were kids… I know what you're like when you like a girl." Gwen said.

"It's uh… complicated." Peter said.

"Everything always is with you." Gwen said sighing. "What do I tell Jameson if he comes by?"

"Just say that I was taking a look around town. Trust me he won't ask too many questions." Peter said.

 **-=OmniCorp=-**

 **-=Sublevels=-**

In an elevator on its way down to the sublevels stood four men, two of which were security personnel.

"Dr. Norton, I hope that you're not calling me down here to tell me to cancel the release of our newest product." The CEO of OmniCorp, Raymond Sellars said.

"Don't worry, I only called you to see our progress with _RoboCop_." The Doctor said. He then led him into a chamber full of monitors. Dr. Norton then told one of the people at the monitors to bring up the test footage.

 _Test Footage:_

It was a large room that had a squad of combat drones. Suddenly a shutter door opened and in-walked a man in what looked like silver armor. The helmet covered only the upper-half of his face, and had a black-visor on the face-piece. He reached down to his hip and a pistol shot out from his hidden holster and landed in his hand. He leveled the gun and fired a burst at each of the drones and took them out before they could start firing. Afterwards two more drone squads entered the room and began firing at the cyborg. Robocop tanked most of the rounds and continued firing bursts of rounds taking out each of the drones. After it was over Robocop holstered his gun, and exited the room.

 _End of Footage_

"Well that's certainly impressive, but I have a few concerns." Said a man the others didn't realize was in the room. This man wore a decorated military uniform, had white hair, and a mustache.

"General Ross, what a pleasure to see you again." Sellars said shaking the General's hand.

"I think you know why I'm here. I want to use your project for military application."

"General Ross, I think that we both know what kind of _'military application'_ you're talking about, I just don't think it would be good publicity if RoboCop was hunting your big green pest. Ross nodded and turned to walk out.

"Oh, and I have one slight criticism. He's built like a tank, but he moves like one, make his movement faster otherwise he'll get gunned down in a real firefight." Ross said walking out. "And for god's sake pick a color besides silver." Sellars turned to Norton.

"Well you heard the general, get to work." Sellars said following him out.

 **-=Detroit City=-**

 **-=Later That Night=-**

"So… this is Detroit, interesting." Spider-Man said from his position on the roof a building. He jumped from the roof and began swinging around, he then perched himself on a lamp post and looked around for any signs of trouble. When he saw a black circular drone fly up to him.

"Uh… Hi?" Peter said waving at the drone. He then saw a red light emit from a camera on the drone.

"Suspect Identified as masked vigilante Spider-Man, wanted for: Several cases of assault, vigilantism, and disturbing the peace." A speaker on the drone said.

"Seriously?! I just got to Detroit and they already hate me." Spider-Man said.

"Contacting local authorities. Please stay here and wait to be collected."

"How about… no?" Spider-Man said webbing the camera of the drone and began swinging away.

"New charges added: Defacing city property, and resisting arrest." The Drone said. After Peter got to what he considered a 'safe place'. He stopped swinging.

"Okay looks like the police here are a **lot** more advanced than the good old NYPD." Peter said. He then began swinging back to the hotel after making sure there were no drones following him. When he got back he told Gwen about the incident with the drone and went to bed after changing out of his costume.

 **-=(PLEASE READ)=-**

 _A/N: Hello Everyone I'd like to thank you guys for your support of Along Came a Spider-Man, but until I finish the story of which I just showed you, I will not be continuing it. So if you want something to read or are legitimately interested in this story you can find it on my profile… so that's it for now, but don't worry I fully intend on coming back to this after I'm done with_ _ **Spider-Man vs RoboCop**_


	23. Welcome Back

_A/N: Hello and Welcome back to the story! Guess what the story's BACK! And to commemorate this momentous occasion… I will increase the length of the chapter beyond what it normally is, just as a thank you for putting up with Spider-Man vs Robocop… As always please remember to leave a review down below, and Saying of which:_

 _ **Spiderman1fan:**_ _Oh yes… the infamous black suit will be making its debut soon enough…_

 _ **Stephen0305029:**_ _When will you have the next chapter? I'm not really sure… wait a minute…_

 _ANYWAY… without further ado… I humbly bumbly trumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Welcome Back=-**

Adrien Toomes was sitting in his cell, thinking of all the ways he could, and would, get his revenge against a certain red and blue clad super-hero with an arachnid theme. All he wanted was to make a quick buck, was that too much to ask? Then that goody-two-shoes Spider-Man had intervened and destroyed his specially designed wing-suit, and that's how _'The Vulture'_ found himself in an prison cell. While he was brooding in the darkened cell, he saw an envelope slip through the bars of the window. The envelope read:

 _To he who resides in this cell_

After fiddling to get it open he read the letter on the inside.

 _Dear Vulture,_

 _After hunting for several weeks, I have finally managed to track down precisely what cell you reside in. Now proceed with caution, as the rest of this letter will list out exactly how you will escape that irksome confinement, and then we will be able to discuss business in person. Inside the envelope is a key, I want you to put the key into the lock of the door, do_ _ **NOT**_ _hold the key by the base, as to why will be revealed later… Once a guard walks by your cell and see's the key he will attempt to pull it out. Once he turns the key you will need to hold your breath until you are out of the immediate vicinity of your cell. Once out, proceed to the bottom floor of the cell block, there two of my 'associates' will proceed to deliver you to the next destination. There, you will receive further orders._

 _-M_

The Vulture then proceeded to do as the letter instructed and inserted the false key into the door, and waited for the portly guard on patrol to make his rounds, and sure enough when the guard saw the key he immediately ordered Vulture away from the door, and grabbed the key by the base, and turned. Only to be hit by a wave of green gas that immediately enveloped the man who began to spout nonsense about bugs crawling over him whilst he was writhing on the ground. The Vulture then proceeded out of the cell, while holding his breath, and proceeded down the stairs and was met by two guards who grabbed him and ushered him into the garage where put him in the back of a van. The two guards then proceeded to drive him to wherever this _'M'_ wanted to meet him. When the doors of the van opened up he was shown an ally behind an apartment complex with an exterior basement entrance. The guard opened the entrance and ushered him in, and then closed it behind him. Soon he heard the van screeching off. He walked down the well-lit stair case into the large room. The room was filled with tools, materials, and other sorts of equipment, as well as several tables. There he saw another letter on a table in the middle of the room.

 _Dear Vulture,_

 _How does it feel to taste freedom once again? As to apologize for my current absence, and to help you get started, I've provided to you this workshop free of charge. All I ask is that you use these recourses wisely… as I'm sure you know how expensive they get, also, flip the switch in the back of the room for the final part of this gift._

 _-M_

Doing as the letter told him, Adrien flipped the switch opening a false wall that revealed his wing suit, albeit with some modifications. With a third and much shorter letter.

 _Hope you enjoy the upgrades_

 _-M_

 _P.s. On the back is the picture someone you can use to help get your revenge on the Spider-Man._

Turning the letter over, Adrien saw a picture of a teenage girl with a head of brown hair with a very distinctive white streak in it, after crumpling the picture, The Vulture got to work preparing his suit for the upcoming battle.

 **-=Meanwhile=-**

Peter entered his apartment carrying his suitcase.

"Harry, I'm back!" Peter said. Harry then walked into sight.

"Hey Pete, let me help you with that." He said grabbing Peter's suitcase. "Man Its been lonely without you here."

"I refuse to believe that you didn't have at least one party while I was away." Peter said.

"Guilty as charged." Harry said throwing his hands up in mock surrender. "But seriously, how was Detroit?" Peter took a deep breath before answering.

"Interesting… above all else it was interesting." Peter said.

"Well you can tell me all about it later, your Aunt called and told me to send you over after you got back." Harry said. Peter nodded, and turned to go out the door.

"See you when I get back." Peter said walking out the door. After Peter left Harry decided to sit on the couch and watch television. After a few minutes Harry's phone rang.

"Hello… Yes this is Harry, what's going on?... He's what?... What do you mean? Yeah I'll be there right away." Harry then pocketed his phone and walked out the door.

 **-=Xavier's School for Gifted Youngsters=-**

When Peter walked up to the door and knocked, after a moment the door was opened by Kitty Pryde.

"Oh hey Pete, I'm guessing that you just got back?" She asked with a smile on her face. "So how was Detroit?"

"Yeah, uh… it was interesting to say the least." Peter said. Kitty motioned for Peter to step inside.

"Come on, I'll bring you to May" Kitty said. She led Peter through the mansion, and to the kitchen, Where Peter saw May in there with a white haired woman with dark skin. "I'll leave you alone." Kitty said leaving the room. May turned her head from what she was doing and saw Peter standing in the door way.

"Hey Aunt May, I'm back." Peter said. Aunt May walked up to Peter and hugged him.

"Peter welcome back, let me introduce you to Ororo Munroe, she helps me with taking care of the children." Aunt May said gesturing to the other woman, who politely shook his hand.

"You must be Peter, I've heard so much about you." Ororo said politely.

"You must be thirsty Peter, can I get you something?" May asked.

"No thanks, I'm good. Do you know where Rogue is? I didn't see her." Peter asked.

"I think she went to the park for the afternoon." Aunt May said. "Why don't you go see her, and you can tell me what happened when you get back. Peter nodded and left.

 **-=Minutes Later=-**

Rogue was sitting under one of the trees in the park reading. She looked up to see a couple enjoying a day at the park. She looked down at her covered hands and arms, and sighed to herself.

"You alright?" She heard someone ask. She looked up to see Peter looking down at her.

"Ya, aside from the fact that ah'll never be able to touch someone for as long as ah live ah'm fine." Rogue said muttering slightly. Peter sat down next to her and put his arm around her.

"Don't worry, I'm sure you'll learn to control your powers sooner than you think." Peter said. Rogue just shook her head.

"It's not that easy… Ah've tried, but… No matter what ah do, ah just can't do it..." Rogue said. "I just…"

"Don't worry Rouge, I believe in you." Peter said. Rogue felt a small smile creeping its way onto her face.

"How Sweet…" The heard someone say above them, but neither had a chance to react before a green blur flew down and snatched Rogue into the air, and flew away.

"ROGUE!" Rogue heard Peter yell as she was lifted away. She was carried to the rooftop of a particularly tall building.

"Getting Deja vu yet?" The Vulture asked harshly.

"What do you want you creep?" Rogue asked. The Vulture's armor looked almost identical to how it did before, except the design was sleeker, and was more green then silver, and now his mask covered his whole face, and the suit had more overall armor on it.

"What do I want?! I want to make Spider-Man beg for his life!" The Vulture said.

"Well bird-brain, here I am!" Spider-Man said. The Vulture turned to face the Spider-Man who dropped down on the roof in front of him. The Vulture then flew over to Rogue before grabbing her by the collar and began holding her over the ledge.

"Stay back or this bitch becomes a stain on the pavement!" The Vulture ordered, and immediately Spider-Man dropped his confident demeanor, and started approaching The Vulture slowly.

"Okay… just leave her out of this, you want me, you got me…" Spider-Man said with his hands out in front of him.

' _So… M was right… interesting.'_ The Vulture thought to himself grinning. He then pulled Rogue back onto the roof, but before Spider-Man could react The Vulture tackled Spider-Man into the wall of an adjacent building, and began wailing on Spider-Man with a series of punches. Spider-Man ducked under a punch to his head, and webbed the Vulture's hand to the wall, but Vulture easily pulled his hand from the wall, and grabbed Spider-Man and flew high into the air.

"Really this trick again? So unoriginal…" Spider-Man said grabbing the wings, and tried pulling them off, but couldn't.

"Problem?" The Vulture asked before sending Spider-Man plummeting to the ground below. Halfway through his decent, Vulture intercepted him, and tackled him through the wall of the taller building. The Vulture retracted his wings and gripped his hands around Spider-Man's neck, and began to apply more pressure.

"Beg Spider-Man, beg for your life." The Vulture said menacingly.

"Not a chance." Spider-Man said he place both of his feet against Vulture's chest, and pushed him off. Before rolling into a crouch. When The Vulture landed he opened his wings and flew at Spider-Man, who dodged to the side, causing Vulture to fly into a crate. Vulture got up and turned to face Spider-Man, and retracted the wings. The Vulture then leveled his hand in Spider-Man's direction, before a hatch opened up in his gauntlet, and soon several metal feathers fired out of the gauntlet at Spider-Man.

"Gross! Are you molting?" Spider-Man said dodging the feathers. The Vulture tackled Spider-Man to the ground and began striking Spider-Man in the face.

"I want to look you in the eyes when you die Spider-Man!" The Vulture said retracting his mask. He then grabbed one of the metal feathers on the ground and held it like a knife, before raising it into the air, using his other hand to hold Spider-Man down by the neck.

"Today… Spider-Man dies!" He then felt something draining his energy… He started gasping for air, and he dropped the feather. Rogue then released him, and he fell to the ground, and Peter saw Rogue putting her glove back on. Peter stood up and walked up to her.

"You... alright?" Peter asked before Rogue threw her arms around him, and he heard her lightly crying. "Rogue, what's wrong?"

"Ah… thought he was going to… A-ah did the only thing that Ah…" Rogue said. Peter then wrapped his arms around her.

"It's alright… Let me deal with worm-breath here, then I'll get you back to the mansion." Peter said.

"Actually… Can we wait a little bit before we go back?" Rogue asked. Peter just nodded.

A few minutes later Rogue and Peter were on the roof of the Baxter Building watching the sun set over New York. Rogue had calmed herself down a little since the fight with Vulture.

"Hey Rogue you alright?" Peter asked, his mask off for the time being.

"Yeah… Ah'm feeling better." Rogue said distantly.

"Thanks." Peter said.

"Hm?" She asked.

"I said 'Thank you', believe it's something you human's use to show appreciation." Peter joked.

"Oh, so now you're an alien?" Rogue asked a smile on her face, before it turned back into a frown. "It's… nothing... I just..."

"Rogue what's up?" Peter asked.

"If I wasn't incapable of human contact… would you have any interest me at all?" Rogue asked. Peter was silent for a second, and Rogue immediately wished she had just kept her mouth shut. "Just forget I asked."

"Rogue… Your powers don't define you as a person… You're kind and caring… And I would be lucky to be with you." Peter said looking her dead in the eyes

"Peter…" Rogue said. "But… but what about-."

"Rogue I don't care about your powers." Peter said. "So Rogue, would you like to go out some time?" Peter asked. Rogue was stunned, but quickly shook it off.

"Ah'd like that." Rogue said, a small smile growing on her face.

 **-=Hospital=-**

Harry Osborn was waiting outside the hospital room where his father was. Once a doctor walked out Harry stood up, and spoke to him.

"How is he?" Harry asked.

"He's going to be just fine, Mr. Osborn." The Doctor said.

"What happened?"

"Well from what we heard, your father was watching over some sort of experiment, before something went wrong, but don't worry he's going to be awake in the morning." Harry let out a breath that he was holding in.

"Can you give me a call when he wakes up?" Harry asked.

"Certainly, now you have a good night Mr. Osborn." With that Harry walked away, and began heading home.

Meanwhile in the room Norman Osborn was in the hospital bed, inside the dark room. The subtle sound of the heart monitor, as the only noise filling the room.

' _Mr. Osborn there seems to be an anomaly in the security field.'_ A voice said.

 _Norman Osborn found himself looking at the data on the monitor. Before he shook his head._

" _It's well within the parameters. Carry on." Norman said returning his attention to the experiment._

" _Dr. Morbius, Dr. Langner we're ready to begin." Norman said to the two in charge of the experiment, the two of them nodded, and started the experiment, but as soon as it started an alarm went off, and the room was filled with a green gas. The lab was being evacuated, but as soon Norman exited the room, he fell unconscious._

Norman's mind continued to recollect the events that happened.

" _Weakness…"_ An echoing voice in Norman's head said.

' _Who's there?'_ Norman asked in his head.

" _We have something in common… we both despise weakness, and… we're both strong."_

' _Who are you?'_

" _Imagine if the two of us worked together… the possibilities are endless…"_

' _WHO ARE YOU!?'_

" _Norman Osborn… I'm you"_ The voice in his head said, before exploding into sadistic laughter.

Norman Osborn's eyes snapped open revealing yellow iris'


	24. A Mind of Madness

_A/N: Hello and welcome back to the story! Before I respond to reviews… this chapter starts off a little dark… and by a little, I mean a more than a little. Please remember to leave a review, saying of which:_

 _ **Spiderman1fan:**_ _They will blossom into a beautiful flower… or they will not… It depends._

 _ **Gako959:**_ _Thanks for the review… I only have one question… what do you mean by "power-up" Rogue?_

 _Anyway there isn't any more announcements that I need to spout, so without further ado, I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=A Mind of Madness=-**

A young woman with red hair woke up in a dimly lit apartment with a splitting head-ache. She immediately noticed she was in a wooden chair, and her hands were bound behind her. Through her hazy vision she saw she was in a kitchen and, although it took a moment for her eyes to adjust, she saw a tall man wearing a white shirt, and brown casual pants, sitting across from her. While the disheveled red hair didn't help, the predatory grin on his face that rested below a set of unblinking eyes, which seemed to pierce her very soul, unnerved her.

"W-where am I?" She asked. When he didn't answer she grew irritated. "Hey! I asked you a question creep!"

"I'm aware…" He said. Although it was hard to here, it almost seemed like he was lightly chuckling while he talked.

"Then answer the question. Where. Am. I?" She asked.

"In a kitchen." He said in the same tone as before.

"Yeah I can see that smart-ass." The woman said.

"Then why did you ask?" He asked.

"Look you little creep! Just answer the question or so help me-." She was cut off when the mad man moved with blinding speed and grabbed her by the neck.

"You want to know where you are? You really want to know BITCH?!" The man asked, and the woman's eyes only reflected fear at what he said next. "You're in hell… And I'm The Devil…" He said, the chuckling undertone in his voice even more obvious than before. He then exploded into laughter. He then hit her across the face hard with enough force to almost knock the chair over.

"Who…Who are you?" The woman asked.

"Cletus Kasady… at your service…" He said. Cletus then walked over to the counter and began looking at the many knives on the counter. "Now… where to start?" He asked himself. He then picked a knife with a long, serrated blade. "Perfect."

"Why are you doing this to me?!" The woman asked.

"Why? Why indeed?" Cletus said rubbing his chin. He then grabbed her by the jaw, and forced her to look him in the eye. "In the end, why the fuck does it matter? I don't need any reason to do what I do, because I just do it." He said. "Now then… what should I cut first? The bicep? The thigh? Or maybe cut open your stomach, and allow you to see your own intestines."

"Go to hell." The woman said. Cletus just started cackling.

"DIDN'T YOU HERE ME?! WE'RE ALREADY HERE!" He shouted. He reared his arm back, ready to hack whatever part of her body the knife made contact with, when the knife was sent from his hand, and to the floor. Cletus then looked up to see Spider-Man hanging from the ceiling, before he dropped to the floor.

"Didn't your mother ever tell you not to play with knives?" Spider-Man asked. Cletus just kept smiling.

"You mean before, or after I killed her?" He said with an ever-present deranged look in his eyes.

"Okay…" Spider-Man said caught off guard. _'Geeze… what's this guy's problem?'_

Cletus then grabbed another knife off the counter. "You know… I wonder what your blood looks like, is it red? Or is it like a spider's?" Kasady asked.

"Uh…" At this point Spider-Man didn't know what to say, this guy was completely nuts. Spider-Man then was brought out of his thoughts when Cletus tried to slash Spider-Man with one of the knives, and he jumped over Cletus before webbing the knife out of his hand, but that didn't stop Cletus from just trying to punch Spider-Man. Spider-Man grabbed Cletus' arm and then threw him into one of the walls, breaking a hole in it, knocking the murderer unconscious. Spider-Man then walked over to the woman and untied her from the chair.

"Alright, let me get you out of here." Spider-Man said before he carried her through the window and safely down below. "Do you have a phone?" He asked, to which she nodded. "Alright call the cops, I'll go back and get him." He then jumped back up and climbed through the window, but didn't see Kasady anywhere. He also noticed a strange smell that was setting his Spider-senses on fire. "Okay where are you?" He then heard heavy footsteps.

" _The itsy-bitsy spider climbed up the water spout…"_ Cletus then walked into view a sadistic smile adorning his face. _"Out came the fire, and it burned the spider out…"_ Kasady then erupted into maniacal laughter, and it was at this point that Spider-Man noticed a small silver box in his hand, and recognized the smell in the air.

It was gas.

Cletus Kasady then flipped the lighter open and hovered his thumb over the switch. Spider-Man only had a moment to react before Kasady activated the lighter. Spider-Man grabbed Cletus with a web-line and pulled him to him, and leapt out the window, just as the building exploded in flames. The flames produced enough light to simulate day. Cletus watched the fire from where he was secured on the ground in a web cocoon.

"It's…GLORIUS!" Cletus said before he started laughing. Peter just shook his head, and went to check on the red-head that he had saved earlier.

"Hey… you alright?" He asked.

"Yes… I'm fine Spider-Man, thank you." She said. "By the way I'm Nancy Rushman. It's a pleasure to meet you in person."

"The pleasure's all mine… no offense, but I have somewhere to I really need to be." He said swinging off just as the police started arriving. Just as he left Nancy Rushman walked down an ally, and talked into her watch revealing a Russian accent.

"Director Fury… Yes this is Natasha Romanoff, I've made contact."

It's been a couple of days since his fight with The Vulture, and surely enough Adrien Toomes escaped prison again, but hasn't come back for vengeance oddly enough. Meanwhile in another part of the city, Peter Parker, aka Spider-Man, was swinging through the city trying to get to his destination when an alarm went off.

"Seriously? Well, I still have time." Spider-Man said as he swung over to the source of the alarm, and saw someone running across the rooftop. He swung until he landed in front of the thief, and saw that it was a woman with bright white hair, in a black cat suit with fur lining the cuffs of her white gloves, and boots, as well as lining the collar of the suit. He also noticed that she wasn't trying too hard to hide any cleavage, as the suit wasn't zipped all the way up. The only thing hiding her face was a small black mask.

"I'm sorry miss, but I think you have something that doesn't exactly belong to you." Spider-Man said.

"Haven't you ever heard of finders keepers?" The woman purred as she walked up to Spider-Man. "It's wonderful to see you again, Spider."

"I'm sorry, but do I know you?" Spider-Man asked as he continued to observe her costume although he had to admit the voice was _vaguely_ familiar.

"Hey Spider… my eyes are up here." She teased. "Let me jog your memory. I was tossed from a window, plummeting to my certain doom. When like a knight in shining armor… you saved me."

"Wait a minute… you mean you're Felicia Hardy? So… why are robbing executive offices?" He asked, as she continued to circle him.

"Well it was the only way I know how to contact you." She said in the same voice. "And please… call me _Black Cat_."

"Well Cat… I'm afraid I'm going to have to turn you in, because you know… stealing is still illegal." Spider-Man said.

"Don't worry, that pompous loser can keep this… I only wanted to see you." She said tossing the bag of stolen items on the ground. She then began walking away. "See you around." She said blowing him a kiss.

"Well… that was-."

"Hard to watch." Spider-Man heard someone say behind him. He turned to see the Prowler sitting on top of a rooftop access. "Welcome back web-head."

"I didn't think you'd notice I was gone." Spider-Man said.

"It's kind of hard not to notice. Considering how I had double the work after you left for Detroit. How was it there anyway?" Prowler said.

"It was interesting… and what did you mean that was hard to watch?" Spider-Man asked defensively.

"She had you wrapped around her finger… Looks like I found your Kryptonite." Prowler mocked.

"Yeah, yeah… Anyway I have somewhere I need to be, so see you around Sneaker." Spider-Man said before swinging away.

"It's… Prowler…" He grumbled. Before moving to put the stolen items back in the safe.

Spider-Man began swinging through the streets of New York when he heard a very loud _bang._ He turned his head to see a meteor had touched down in central park.

"I should still have time." Peter said before swinging over to the crash site. "I'm sure Jameson's going to want pictures." He said he pulled out his camera and snapped a few pictures of the meteor, when he got a call on his phone. He set his camera on the ground, and pulled out his phone, and he audibly gulped when he saw who it was.

"Hey Rogue…" He said knowing what she was going to say. "Okay Rogue… I know I'm late, but trust me I have a **very** good reason…" While he was talking he didn't notice a strange black ooze attach itself to his camera. "Uh… What is that reason…? Well I got a little… preoccupied… What do I mean…? Well… on my way there… there was this psychopath trying to kill someone… then there was a robbery… and I promise I'm on my way… Okay… see you then… Bye." He then hung up. "Well that went better than expected." He said he then picked up his camera and put it in its pouch. "Why can't something come along that would just make my life easier?" He asked, before he began swinging off. Once Peter got to his destination, he ducked into a bathroom and changed back into his normal clothes. He left the bathroom and met Rogue at the admission gate.

"Sorry I'm late." Peter said grabbing her attention.

"Peter, don't worry about it. Ah understand. Besides it looks like whoever is hosting this is late too." Rogue said. The two of them began walking to the admissions booth. Rogue then noticed something. " _Peter, gloves._ " She said, and Peter saw he was still wearing the Spider-Man gloves. He quickly took the gloves off before they got to the booth. The man at the counter, asked them for their ticket, which Peter provided. They entered the Exhibition Center, and found seats.

"Peter, Ah have to ask: why'd you bring me to this technology presentation?" Rogue asked.

"Trust me, this is going to be entertaining." Peter said with a smile on his face. Soon a woman in formal wear walked out on stage.

"Ladies and gentlemen, do to… difficulties it seems that we are running a little bit behind, don't worry Mr. Stark has informed us he is on his way and will be-." She was cut off by the sound of a sonic boom, and what sounded like a jet flying. "That would be him." She said. Soon enough a man in a set of red and gold armor flew in through the roof of the Exposition Center, and landed on stage. Peter just gaped at who was now on stage.

"You have got to be kidding me." Peter whispered under his breath. Rogue just smirked.

"You're right… this is going to be entertaining." She said smugly. Mechanical arms began to remove the armor, revealing Tony Stark underneath it.

"Sorry I'm late… although it's nothing new at this point." Stark said. "Now… let's begin." Peter new that he was in for a _long_ presentation.


	25. The Party Crasher

_A/N: Hello and welcome back to the story! Please remember to leave a review and I will be sure to read it… saying of which:_

 _ **Gako959:**_ _Yup new characters are crawling out of the woodwork to be in this story_

 _ **Spiderman1fan:**_ _Yup the black suit will definitely make its presence known._

 _ **Cabrera1234:**_ _Well..._

 _Without further ado I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-= The Party Crasher=-**

Mr. Fisk sat in his office talking to someone on the phone. The Chameleon was sitting across from him waiting for his next _'Assignment'_ from his boss. In the few months that Dmitri had worked for Fisk, he began to understand why they called him _'The Kingpin'_. While his company seemed to be legitimate enough, but those who did enough digging would quickly find out that there was a lot of shady business that he partakes in. Fisk then hung up the phone.

"So boss is there anything you need me to do? It's kind of boring just hanging around here." Dmitri said. Kingpin ignored what he said and thought about the conversation on the phone. Yet another one of his… illegal… deals had been attacked. There was no trace of any of the attackers.

"Until I find the source of the attacks it's too dangerous for you to leave." Fisk said.

"Do you think it's Howard Saint?" Dmitri asked.

"No I doubt he has the backbone to…" Fisk then started rubbing his eyes. "I thought I told those damn technicians to fix the vents." Fisk said. He pulled his hand away from his eyes and saw tiny rock particles. "Is this… sand?" The sand on his fingers began moving towards the center of the room where it began to pile into the shape of a person.

"Well… if it isn't Flint Marko I was wondering when you'd turn up." Fisk said to the man in front of him.

"You know who I'm here for Fisk." The Sandman said threatingly.

"And he's right here!" The Chameleon said swinging at Marko, only to watch his hand travel directly through The Sandman's chest, but found himself unable to pull it out. Sandman turned his hand into a hammer and punched the Chameleon to send him into a wall. The Chameleon quickly collected himself and stood up before charging Marko again. The Chameleon sent a flurry of punches into Marko's chest. Dmitri then tried to use his new sharpened nails to slash his foe, but The Sandman blocked The Chameleon's attack, before completely cocooning Dmitri in sand. Marko then felt strong tremors rapidly approaching him. The Sandman turned into a pile of sand in time to avoid a large metal rhino try to run him over, only impacting the Chameleon in the process. The Sandman quickly reformed to his normal shape, and noticed that Fisk had left the room while the fight was taking place. He brought his attention back to the Rhino and Chameleon who looked like they were getting ready to charge again. The Rhino charged Sandman. Sandman made a wall of sand in front of him to attempt to block the impact, only for The Rhino to break through the wall entirely, and send Sandman into the window. Before he could recover, the Chameleon grabbed him.

"IT was a valiant attempt I'll give you that much, but you're still just as much a loser as you always were." The Chameleon then punched Marko hard enough to send him through the bullet-proof glass that made up the windows of Fisk's office. Sending The Sandman plummeting to the ground.

 **-=Tony Stark Tech. Expo=-**

The technology presentation had ended about fifteen minutes ago, and now Peter and Rogue were currently walking around Stark's impromptu _"After Party"_. After a few minutes of walking around Peter saw Stark standing at the bar talking to the bartender. Peter turned to look at Rogue.

"Come one I'll introduce you." Peter said.

"Can't wait to see how this will turn out." Rogue said. The two approached Tony Stark, and Peter grabbed his attention.

"Hello Mr. Stark." Peter said.

"Sorry kid I'm not doing autographs right now." Tony Stark said.

"Mr. Stark I believe we've met before." Peter said. Tony turned to look at Peter and looked at him trying to figure out what he meant.

"Sorry kid I don't recall that." Tony said.

"It was at a charity event hosted by the mayor a couple of months ago." Peter said, getting annoyed that Stark didn't remember him.

"I'm going to be completely honest with you… I was a little tipsy when I went to that." Tony Stark said, he then noticed Rogue standing next to Peter. "Well, well, well what have we here?" Stark asked. "So is scrawny and nerdy the new attractive or something?" Stark asked.

"Uh… what?" Rogue asked.

"Oh my bad… I just assumed you to were an item." Tony Stark said, causing the two youngsters to shift awkwardly. "So… how would you two like to see something cool?" Stark said.

 **-=Osborn Mansion=-**

Norman Osborn was simmering in his lushly decorated study sipping on a glass of brandy. He was released from the hospital about an hour ago, and it seems that in the relatively short time he'd been in the hospital, his board of directors had concocted a scheme to try to sell of his company to the highest bidder. After he left the hospital, he was contacted and told that in three days they were going to sell the company, leaving him with nothing except the few things that Norman bought in his name.

" _Make them pay."_ A voice called out in Norman's head. Norman tried to ignore the voice.

" _You know where they are. Make. Them. Pay."_ The Voice continued. _"If you eliminate them, they can't sell your company, and you'd have full control over your company once again."_ The voice was starting to scare Norman now, but the thing that scared him more was the fact that he was starting to listen.

"You're talking about murder. I can't-."

" _Do what you have to do Norman."_ The Voice said.

"What I have to… do…" Norman said. The sound of the door opening drew him from his thoughts. It was his son, Harry.

"Hey dad, you alright?" Harry asked. Norman just absently nodded.

"I'm going to the office, behave yourself while I'm gone." Norman said standing up. Harry tried to stop him.

"Whoa, you just got out of the hospital, are you sure?" Harry asked.

"I'm fine Harry, I won't be gone long." Norman said.

 **-=Stark Labs: New York=-**

Tony Stark led the two teens into a large room with engineering equipment everywhere.

"And here is where the magic happens." Tony said entering his lab. "Jarvis bring up the Mark 6." Tony said.

" _Sir, I can't help but notice you have company."_ A computerized voice said.

"Just do it Jarvis." Tony said. After a moment, a panel in the floor opened and a red and gold suit came from the ground. "This is my newest project, faster and stronger than the Mark 5, which is what you saw me flying around in earlier." Tony then walked up to the suit, and reached into the chest piece, and pulled out a small, glowing device. "And this… is what powers it. A miniaturized Ark Reactor." Tony said.

"I thought you said those were a dead end?" Peter asked.

"They were, at least until:" Tony then tapped the center of his chest, causing a metallic clinking sound.

"What happened?" Rogue asked.

"A bomb went off, and the shrapnel got stuck in my chest, so I built an electromagnet and put in my chest." Stark put the reactor back into the suit.

 **-=Oscorp=-**

Norman Osborn was currently riding the elevator down to his private lab. Only he was allowed down there, it's where he kept all of his quote unquote _"Failed"_ Projects. As soon as the elevator door opened Norman stepped out into the somewhat large room. He typed a code into a nearby console, and several sections of the wall opened up revealing a wide array of equipment. Including an array of explosives, some that exploded into heat seeking blades, some that exploded into a cloud of various toxins, and some that just exploded. Norman walked past all these and eyed the things he came here for. On the wall before him, was a green armored flight suit, and a glider that was never cleared for military use. Norman reached out to grab the suit, but saw something in the reflection of the glider. He walked over to the opposite side of the room, and opened a small crate, and inside was a green helmet that was shaped into a ghoulish face, and the lenses of the helmet were a yellow-orange. He picked up the helmet, and started chuckling to himself.

 **-=Stark Labs New York=-**

Tony, Peter, and Rogue were still talking when Jarvis spoke.

" _Sir, there is a news report that I think you should take a look at."_ Jarvis said, and soon enough a television turned on to show a panicked News reporter was on screen.

"- It is complete chaos out here as an individual operating some sort of flying mechanism has attacked the building here behind me. The SWAT teams have been called in, but since the building has gone into lockdown, they are unable to enter the building-." A loud explosion emitted from the building, causing a frenzy of screams. Tony turned the Television off.

"Jarvis how much juice does the Mark 6 have?" Tony said walking over to the suit.

" _Sir, I suggest that you reconsider, the Mark 6 hasn't undergone any basic testing yet."_ Jarvis said.

"Now's a good as time as any." Tony said opening the suit and climbing in. "You two kids stay her and, please refrain from any adult behaviors." Tony said, and a section of the ceiling opened up. "I'll be back." Tony then flew out of the room. Rogue turned took look at Peter.

"You going too?" Rogue asked. Peter offered an apologetic smile. "Just try not to get hurt alright?" Rouge said. Peter nodded, and leapt up through the gap in the ceiling, while taking off his jacket he noticed his suit wasn't its normal red and blue.

"What the heck? When did it?.. Nevermind I have to get going." Peter said fully changing into his costume.

Tony Stark, aka Iron Man arrived at the nearby hotel where the attack was taking place. That's where he saw someone in green armor flying around on a glider terrorizing a party.

"Yo Metal Man!" Spider-Man said swinging up next to him.

"Oh, it's you again." Iron Man said. "Listen I don't have time to babysit you so could you please just stay out of the way?"

"You know, for someone who wears such flashy armor, you are kind of a Debby Downer." Spider-Man said. "Anyway I have work to do… so yeah…" Spider-Man said swinging over to the hotel. Spider-Man landed on the edge of the broken skylight, and saw the attacker.

"Hey Green-Meanie! Can I help you with something?" Spider-Man asked, but immediately jumped away when a familiar buzz alerted him to danger, as the attacker whipped the Glider around and fired a round of machine guns at Spider-Man.

"Well that went well." Iron Man said. Who then flew to avoid gunfire himself.

"You fools!" The attacker said. "You think you stand a chance against me?! You'd need an army to fight me! I'm The Green Goblin!"


	26. Battle with the Green Goblin

_A/N: Hello and welcome back to the story! Thank all of you for supporting this story and leaving your lovely, lovely reviews. Saying of which:_

 _ **Spiderman1fan:**_ _Well the wait is over!_

 _ **Stephen0304029:**_ _Well my multinumerical friend, if a story arc goes on for too long it grows dull… so I won't drag it out longer than necessary._

 _ **Gako959:**_ _Can you use the force? Can you see into the future? Are you a Jedi? Or… maybe it's Maybelline._

 _ **Guest:**_ _Thank you… wait… what?_

 _WITHOUT FURTHER ADO I HUMBLY BUMBLY PRESENT:_

 **-=Along Came a Spider-Man=-**

 **-=Battle with the Green Goblin=-**

Spider-Man and Iron Man were currently defending from the Green Goblin's attacks. They were finding it difficult to get close with his machine guns constantly firing.

"How many bullets does that thing carry?" Spider-Man asked.

"We need to get him away from this building if we're going to be able to actually fight back without civilian casualties." Tony said.

"And how do you suggest we do that? I highly doubt he's going to just follow us." Peter said.

" _The loose bricks… use the loose bricks to aggravate him."_ Peter heard.

"What the-?" Peter said, but noticed the loose bricks scattered across the roof. He then fired a web at one of the bricks, but noticed it was black in color, and seemed to extend from the suit itself. _'Okay… this is getting weird.'_ Peter then swung the brick and hit The Green Goblin in the side with the debris. As expected this seemed to enrage the Goblin as a pair of blades extended from the glider's front.

"You'll pay for that Spider-Man!" The Green Goblin barked.

"Uh oh…" Spider-Man said, he and Iron Man retreated back when the Goblin charged forward. Goblin was throwing grenades attempting to knock them out of the air. Iron Man was using his gauntlets to blow the grenades out of the air. They lead him to a dock where fishermen would offload their catches of the day. _'So mysterious voice in my head… any ideas?'_

" _Go for the glider. Take away the glider and he can't fly."_

' _Right… This is still crazy.'_ Peter then jumped into the air to avoid getting gored by the Goblin's glider. He then spun in the air and tried to grab the glider with a web-line, only to get pulled behind it. Tony caught onto his plan and started lining up a shot, only to be forced to fly to avoid an orange grenade. Spider-Man currently was climbing up the web-line while the Green Goblin was trying to fling him off.

"Get off you annoying little insect!" The Goblin shouted.

"Actually Spiders are arachnids… so yeah." Spider-Man said still climbing up the line. All the while Tony was trying to get a shot on the glider, but found its speed to be a problem.

"Jarvis can you get a lock on the glider?" Tony said.

" _I'm trying sir… however something's preventing an effective lock."_ Jarvis responded.

"Is it a jammer? I thought I programmed you with an override for those?" Tony said.

" _No… it's nothing mechanical… it's an… organic interference, should I try to identify the source?"_ Jarvis asked.

"No time… just try to find a way to target lock that glider." Tony said. Spider-Man was still holding onto the web slowly climbing up the line. Meanwhile the Goblin was growling to himself. Before grabbing one of the grenades.

"This will get rid of you, you little pest!" The Goblin barked. He then threw the grenade, and two blades extended from it and started homing in on Spider-Man, while spinning rapidly. Peter's body then seemed to move without him. He let go of the glider and shot a web-line that connected with the blade, and spun in a circle so the blade impacted the glider, causing it to begin malfunctioning. The glider was jerking back and forth. Deciding that the fight was over The Green Goblin started piloting the glider away from the two heroes.

"THIS ISN'T THE END SPIDER-MAN!" The Goblin roared as he flew away. Spider-Man landed on the ground catching his breath.

"Well… now I hate flying." Peter said doubled-over. Tony landed next to him.

"You did good kid." Tony said. He then turned to look at Spider-Man. "Hey kid, when did you decide to change looks?"

"Well… Everyone… goes through an… image change…" Peter said between breaths.

"Well, you look good in black. Anyway I've got somewhere to go. See ya." Tony said flying away. Peter looked down at his black-gloved hands. Before smiling underneath his mask.

"I think I can get used to this." Peter said.

 **-=Criminal Containment Facility=-**

Cletus Kasady was sitting with his hands bound to the arms of a chair. The room was a large, and circular in shape. His permanent smile grew wider.

"Oh the familiar places… Am I right?" Cletus said. Natasha Romanova walked around to sit across from him at the table.

"If it's all the same to you… I'll be asking the questions." Natasha said.

"Whatever you say my Russian beauty." Cletus said. He then leaned in and narrowed his eyes, seeing a scar on her left cheek, it was small and fading. "Oh my… so it seems even the great _"Black Widow"_ can be wounded." He said.

"Don't flatter yourself, I've faced many individuals make you look like a petty thief." She said.

"Yet… if it wasn't for a little red spider… you'd be six feet under… care to elaborate on that?" Cletus said. Natasha just chose to remain silent. "Ooh… struck a nerve… You were actually scared of me weren't you? I a… what did you call it?.. _petty thief_ managed to get under _your_ skin." Cletus said chuckling. "Oh that's rich… it's flattering really." Cletus said. He then saw her stand up and turn to leave. "Where are you going? We just got started." Cletus said.

"I've gotten all I need. You're going to be spending the rest of your life rotting on an island prison." Natasha said trying to keep her composure.

"Sounds fun. Will I be seeing you there?" Cletus said as she walked out of the room. She paused for a moment, before walking out of the room, the sounds of Cletus Kasady's cackling laughter following her out. She walked up to one of the guards.

"Sign another one up for The Raft." She said and the guard nodded, and walked away. _'I'm just happy that freak isn't going anywhere anytime soon.'_


	27. The Man of the Evening

_A/N: HELLO AND WELCOOOOOOOOOOOOOOOOOOOOOOME BACK TO THE STORY! Thank you guys for your continued support of the story and your plentiful reviews…. Saying of saying of saying of which… I'm going to stop now…:_

 _ **Spiderman1fan:**_ _The entity of chaos will rear his gorgeous face soon._

 _ **Gako959:**_ _I like your insight… but yes as the story progresses, the universe will expand… by how much I don't know… but just don't expect any Guardians of the Galaxy anytime soon…_ __ _(Love that movie btw)_

 _ **AngryDent13:**_ _Before I respond to your review… I just have to ask: Is your name a reference to Harvey Dent… Just had to ask that first. As for your review: Don't worry your little head… Deadpool will make a return…_

 _Anywho keep those reviews coming, and in today's chapter, I will be debuting my first OC Villain… muahahahahahahahahahahahahaha!... *Ahem* Without further ado I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=The Man of the Evening=-**

The lavish ball room, the classical music, the well-dressed guests, and the idle chatter were all strong indicators of the type of party that was going on. Alex Stephens didn't exactly care for the _"party"_ atmosphere, but decided to at least try to enjoy himself considering the party was in his honor.

"Congratulations." Another nameless partygoer said to him, he politely thanked the man before walking to his table and taking a seat. He was awarded philanthropist of the month for his charity work. Personally he didn't understand the point of these _ceremonies_ , other than to provide unnecessary support to champagne fermenters. Alex took a sip of his water, his wife sitting next to him.

"What's the matter hun?" She asked. He shook his head.

"I just don't want to be here." He said. His wife shook her head laughing.

"You meet with some of the most powerful men in the city on a regular basis, and your scared of a little party in your honor? And here I thought I was irrational for obsessing over the new drapes." She said still chuckling. Before Alex could respond someone walked up behind him.

"Sir, there's a man downstairs wanting to talk to you." One of the butlers said.

"Tell him I'll be down there in a minute; I have to talk to my lady here." Alex said. The butler nodded.

"So what is it you need to say?" She asked leaning in.

"Let's move away." Alex said. "Jane, let's just get out of here, away from this shithole of a city, before one of those crazy super-freaks blows it up." Jane considered it for a moment, but before she could answer a gunshot rang out over the ballroom silencing everyone. Alex noticed that there were several armed men around the room. Each of them were wearing bullet-proof vests and painted masks with various designs. They were shouting for everyone to stay where they were. The room fell into silence, only for it to be broken a moment later when the elevator opened up on the floor. The man that walked out was tall, and built like a brick house. His muscular form was clearly visible through his dark sleeveless shirt. He wore a pair of grey cargo pants with black combat boots. His face was hidden behind a metal mask, the mask's design was simple, but the area around the right eye looked blackened, possibly from a burn. He held a metal baseball bat against his shoulder, and a cigar in his _'mouth'_

"Hello ladies and gentlemen." The man said. "What a turnout? Huh? This is just incredible!" He said. "Oh, but where are my manners?" He said throwing his hand over his chest. "Me and my boys are the special entertainment tonight for the man of the evening." He said, he then took the cigar out of his mask and flicked the ashes onto the ground. "Speaking of which, were is he?" He asked, eyes scanning over the crowd of scared party-goers, before spotting Alex at one of the tables. "There he is… come on over Alex." He said gesturing to the man. Alex hesitantly began walking over to the tall individual, who had begun slowly clapping. "What a man he is…" He said. He stopped his clapping and dropped the cigar before stomping it out. "Alex it would be a tremendous honor to shake your hand…" He extended his hand forward, and Alex hesitantly accepted, only for it to be a normal handshake. Alex then felt the mountain of a man wrap his arm around his shoulder as he then started gesturing to the crowd in front of them "Ladies and gentlemen, how about a big round of applause for this man right here, huh?" He said, and people slowly began clapping.

"Excuse me, but who are you?" Alex asked the man next to him.

"Oh my! Where are my manors?" The man started. "I… am the new patron saint of Manhattan!" He said. "I am One-Eye. It is my sworn duty to protect the innocent, and punish the wicked… which is what brings me here…" He said looking down at Alex, taking his hand off of his shoulder. "I know what you must be thinking, how could this young gentleman here, this charitable soul, catch my attention?" One-Eye then placed the head of his bat against the ground so that it was being used as a cane. "After all someone who fully funded the construction of an orphanage, and refused to have it named after himself, couldn't be a bad person. Right?" He then reached into his back pocket and pulled out a piece of paper. "On this piece of paper is a name." He then turned to Alex. "Does the name: Joshua Matthews mean anything to you?" Alex visibly tensed as the name was read off the paper. "Say… wasn't he the young reporter who started an investigation into your more… secretive affairs?"

Alex didn't say anything.

"Then he tragically died in a car crash that destroyed his skull, and shattered his spine. A tragic way for anyone to die…" Alex remained silent. "..but it was awfully convenient for you… after all there's some things that he discovered you wouldn't want getting out, right?" Alex had enough, and finally spoke.

"You have no pro-!" He was cut off as One-Eye swung the bat, and nailed Alex in the side of the head sending the man to the ground, his head ringing.

"I'm sorry Alex I couldn't catch that… do you mind repeating it for me?" One-Eye asked mockingly. Alex removed his hand from his head and saw blood covering his hand. "Didn't think so…" One-Eye said he then turned to one of his men. "I think it's time that we provide our… proof." The goon nodded and walked over to the DJ's booth and, after briefly intimidating the guy out away from the stand, plugged in a flash-drive and played one of the audio files over the speakers.

" _I really think you should rethink this."_ A voice said over the loudspeaker.

" _Listen!"_ Alex's voice barked. _"I didn't hire you and your thugs to think. I hired you to take care of that little pest who's trying to ruin my good name!"_ Alex looked over the crowd of people in the center of the room, who were now looking at him.

" _But killing the poor kid? Are you sure there isn't another way?"_ The other voice said.

" _Listen to me! If you don't find that little shit, I'm going to go straight to your boss and he'll have your ass for wasting both of our times!"_ Alex's recording said.

" _Of course… We'll find him and bring him to the designated meeting point."_ The hired thug's voice said.

" _Good, now don't bother me again."_ The audio then cut out. Everyone was now staring at Alex, whose hand returned to his head to try to relieve some of the pain. One-Eye then began clicking his tongue as he walked around Alex, bat resting against his shoulder again.

"My oh my… philanthropist of the year… doesn't seem like your deserving of that honor now does it?" One-Eye asked. Alex muttered something. "I'm sorry, but could you speak up please?"

"That… doesn't… prove… anything…" Alex said.

"Oh it doesn't?" One-Eye asked. "Then maybe this will change your mind." He said gesturing to the guy at the booth, who nodded and played something else on a projector. The footage showed a group of four thugs, and Alex gathered around the trunk of a car.

"Alright. Open it up!" Alex said pacing back and forth in front of the trunk. One of the thugs opened the trunk and pulled Joshua out of the car, and tossed him on the ground in front of Alex.

"You couldn't just stay out of it couldn't you?" Alex asked Joshua whose hands were tied behind his back. Alex then kicked Josh in the stomach, causing the already bruised and battered Josh to double over, and begin coughing.

"L-look… please… I'll… I'll drop the story; you won't ever hear anything from me again." Josh said between breaths.

"I'm afraid you know too much for me to allow you to just walk away from here." Alex said. He then gestured to one of the thugs, who handed him a bat. Alex held the bat in his hands a moment, before smashing the bat into the side of Josh's head. Sending the now screaming Josh to the ground. Alex then began smacking the bat against Josh's lower back, to the extent to where a sickening crack could be heard after one of the impacts, he was still lying on the ground, screaming in agony. Alex dropped the bat and turned to one of the thugs.

"You remember your part of the plan right?" Alex asked one of the thugs. "Put him in the front of the car and roll it down a fucking hill onto the freeway." Alex said. One-Eye motioned for the goon at the booth to cut the footage, before turning back to Alex who was still lying on the ground.

"Poor… poor kid…" One-Eye said. "I bet you didn't really know poor Joshua did you?" Alex remained silent. "I figured not, if you did, you would've known that he and his little sister were orphaned a couple of months before you murdered him, and that he took the job as a reporter to be able to support the two of them, but that didn't matter to you, didn't it?!" One-Eye growled at the man at his feet.

"What… what are you going to do to me?" Alex asked.

"You see… I believe in a very simple method of punishment… maybe you've heard of it before… It's called… an eye-." He said gesturing to the blackened portion of his mask, while hunching over to look him in the face. "For an eye." He said pointing to Alex, the words coming out as a growl, but he then popped back up. "For example… you broke his back…" One-Eye then smashed the bat into Alex's lower back. "I. Break. Yours." He said. "However we don't have a car to throw down a hill for you to die in, so…" He said dragging Alex by the collar over to one of the far walls. "We have to improvise." One-Eye said.

"What do you mean by-?" Alex was cut-off by One-Eye throwing him out the window, and proceeding to watch him plummet to the ground. One-Eye then turned to his men, before waving his arm to follow him.

"Come on men… we're done here." They all nodded before following him out. One-Eye then closed the elevator door, disappearing from sight.


	28. Case Closed

_A/N: Hello and welcome back to the story! Thank you all for the continued support of this story and leaving all of your nice reviews. Saying of which, let's get to those reviews shall we?_

 _ **Cabrera1234:**_ _He's an OC of mine._

 _ **Spiderman1fan:**_ _Your review wasn't first, I think your slacking a bit, JK, JK, and you can guarantee that there will be a meeting between One-Eye and Spider-Man._

 _ **AngryDent13:**_ _Well, it kind of helped the connection that I was watching "The Dark Knight" for maybe the 1 millionth time whilst I read your review, and as for the rest for your review, yeah… there was just a teensy bit of inspiration drawn from Heath Ledger's genius personification of The Joker, and yes he is my own creation._

 _ **Gako959:**_ _Thanks for the feedback._

 _ **Superspartan117:**_ _Would it be wrong of me to assume that you're a fellow HALO fan?_

 _Please keep up the feedback, I always love reading all the splendid reviews, anywho, I have a question for all of you: I'm considering writing a Batman Story that's mainly about a little OC of mine what would you guys think of that? Answer in your review. Anyway I have no further announcements, so without further ado, I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Case Dismissed=-**

"Any plans for the weekend Judge?" A security officer asked. Judge Matthews barely lifted his head to face the officer, before turning back to the case file.

"No, nothing of interest." The Judge said. "Mainly just sitting in my study sipping bourbon."

"This close to Thanksgiving? Shouldn't you be visiting your family for the holidays?" The officer asked.

"Hell no. You know they don't want anything to do with me." The judge said. "Well, this is a pretty open and shut case. Let's get this over with." The judge said. The two then proceed to walk to the courtroom.

"All rise, for the honorable Judge Matthews." The officer said, and everyone in the courtroom stood. The trial went on normally for roughly thirty minutes. A business owner was being charged with a couple hundred cases of fraud, and with more evidence than they knew what to do with.

"Mr…" The judge started.

"Toney." The accused said.

"Mr. Toney, do you honestly expect to just walk out of this courtroom, even with all this evidence against you."

"Your honor, permission to speak?" Toney's lawyer asked.

"Ah, just shut it." Toney said to the scrawny man next to him, a light Italian accent showing through. "You ain't worth half what you cost ya weasel." Toney then cleared his throat, and spoke up. "Your highness, I think you and I both know that I'm not getting convicted today." Toney said.

"And why exactly is that? Have any surprise witnesses to _entertain_ us with?" The Judge asked. Toney was about to speak up, when the doors flew open.

"Actually, that won't be necessary." A man in a metal mask, with the section over the left eye burnt, and wearing a clean black suit said walking into the court room. "One-Eye, professional vigilante at your service." He said. One-Eye then grabbed the gate that divided the courtroom, and opened it, before stepping through, and began pacing around. The Courtroom was completely silent for a few moments, before Toney spoke up.

"Who the fuck is this fool?" Toney said. "And where the fuck is Marcus?" One-Eye just waved his hand towards the man, and spoke.

"He's already been dealt with, figured I take care of one extra scumbag while I'm here." One-Eye said, before walking around the front of Toney's and his lawyer's desk. One-Eye looked at the lawyer, and nodded his head toward the door. "Beat it." The lawyer quickly nodded, and left the courtroom. One-Eye then cleared his throat, before returning his gaze towards Toney. After a minute of silent staring between the two.

"So you gonna fuckin' do something or are you just gonna waste everyone's time?" Toney's answer came in the form of One-Eye grabbing him by the back of his head, and slamming it down onto the desk. Toney's head shot back up, and his hand began trying to alleviate the pain.

"Quite you no-good thief, you should feel lucky that you're not my target today." One-Eye said, before turning to the judge, and pointing. "He is."

"What on earth are you talking about?" Matthews asked. One-Eye then began strolling over to the judge. "And if you don't explain yourself now, I'll have you arrested."

One-Eye dismissed the man's statement, and spoke. "A man was in your court a few weeks ago, a man who commonly goes by _'Boss Morgan'_." He paused a moment. "Let me share with you some information: Boss Morgan was accused of organizing the deaths of over twenty people, you had a mountain of evidence, and several sworn statements from anonymous witnesses…" He then slammed his hand down on top of the judge's podium. "And YET! For some unknown reason… he wasn't convicted." He then turned to address everyone, taking not that the officers in the room had their hands on their Tasers. "Well, ladies and gentlemen, today, I present to you proof that this…" He said, before raising his hands making the _quotes_ hand-sign. "… _Honorable Judge_ … made an agreement with Mr. Morgan. That agreement was, Morgan walks free, and in exchange, Morgan provides financial, and physical protection for our dear Judge Matthews." One-Eye then turned to the judge once more. "From what I understand your honor, you were in a bit of a financial dark-zone for a while, then mysteriously after the trial you have a new car, new house. Highly suspect wouldn't you agree?" Judge Matthews remained silent. "Now I know it doesn't prove anything, but maybe these will." He said reaching into his coat pocket, and pulling out an envelope, and walking over to one of the jurors. "Open it." The man hesitated, before grabbing the envelope and opening it, and pulling out a series of photographs. "What do you see?" One-Eye asked.

"It's Judge Matthews…" The man said nervously flipping through the pictures.

"And what is he doing?" One-Eye continued.

"… It appears he's having some sort of meeting with Morgan." One-Eye told the man to pass the pictures around the room. The Judge then rose to his feet as soon as he heard murmurs, and the pictures traveling around the room.

"Now that is enough!" The Judge barked, grabbing One-Eye's, and everyone else's, attention. "I don't know who you think you are you bumbling oaf! But I will not sit idly by as you pass around this slander!" The Judge was in a complete rage now, his voice way above just shouting, but One-Eye seemed unfazed with this result. "What?! Cat got your tongue?! Alright I admit it! I made a deal with that fucking lowlife, so what?! Who fucking cares you self-riotous prick! It's the twenty-first century, no-one's a perfect fucking saint!" One-Eye remained quiet, his back to the judge. "Well?! Aren't you gonna-?" He was cut off by a bullet traveling through his skull. The judge's head then hit the podium with a thud. One-Eye lowered the gun's now smoking barrel towards the floor.

"That… will be all." One-Eye said. "Fuckin' prick." He said in a whisper. He then turned to address the stunned audience, before taking a bow. "Ladies, and gentlemen… I bid you adieu." He then walked out of the courtroom, moving past a burly man in a chair just outside the room, a knife imbedded in his skull. One-Eye stopped and looked at the man, before grabbing the handle of the knife, and pulling it out. One-Eye then pulled out a handkerchief and wiped the blade off, before putting it in its sheath in his coat, and walking out the door, before climbing into a black armored truck with the phrase _'Justice for all'_ spray painted in white on the sides, and driving away. He was driving when his phone rang.

"Hello?" He answered.

"Boss, we've got trouble." Came the other end.

"Trouble? I gave you boys the easy job: Go in, kill the target, get out, what happened?" One-Eye asked, coming to a stop at a red light.

"An itsy-bitsy Spider showed up." He said. One-Eye let himself chuckle.

"Well, I think it's about time I meet the man, I'm on my way." One-Eye said cheerfully.

 **-=Bank of America=-**

 **-=Ten Minutes Earlier=-**

Five men with guns were gathered around the rooftop entrance of the bank. They were all dressed in black combat gear, and wearing metal masks with different designs painted on each one. One of them was crouched in front of the door, trying to unlock it.

"You know, if I didn't know any better, I'd think we were gonna rob this place." One of them said, his mask was painted with the design of a hockey mask.

"No fuckin' way, I'm not getting on the boss' bad side, he's one scary mother fucker" A different said, his mask was painted so that one half was black, while the other remained metallic.

"I know, me neither, but I'm just saying that we don't look exactly… inconspicuous." 'Hockey' said. "Besides, it's not like the boss kills everyone."

"Yeah, no shit Sherlock." A third one chimed in, his mask painted like a demon with sharp teeth. "He only kills the asshole's who deserve it."

"Well, I'm going to freeze my ass off if we don't get through this fucking door, are you done yet?" A fourth member asked, his mask had three painted 'slash' marks on his mask. The man crouched at the door's mask was painted like a skull.

"Almost… done, we're in." 'Reaper' said. He opened the door, and picked up his M-16. "Slash, you first." 'Slash' pumped his shotgun.

"Two words. Fuck. You." Slash said walking through the door. The three other members filed in after him, leaving Reaper to go in last.

"What? You have the shotgun." Reaper said. The five of them moved through the rooftop access silently, careful not to trigger any alarms. Slash carefully reached for the door at the bottom of the stairs, and opened the door. The team stealthily moved through the hall until they reached the man's office, the team saw it was locked, and Halves moved to pick the lock.

"Say… Where's our sixth member? Church?" 'Demon' asked.

"He called in sick." Slash said, meanwhile Halves was trying to open the door.

"Enough, we're in." Halves said hand against the door, and he pushed it open, and it led into a dark hallway. "Hockey, you're up."

"Man, fuck that." Hockey said walking into the hallway after a shove from Slash. He put his hand on the doorknob, and, after a moment's hesitation, pushed it open, and the five of them charged into the room, only for it to be empty. "The fuck?" Hockey asked. "Where the fuck is he?"

"Ah… shit…" Demon said looking out the window. "Looks like we've been ratted out." He said. "Cops are pulling up to the building right now."

"What?!" Hockey asked. "That slimy little fuck!"

"What do we do? We can't just walk out of here, and we can't just go back up to the roof. We're fucked!" Reaper said.

"No." Slash said. "We go down to the main floor, and we'll fight off the cops while one of us contacts the boss, when he shows up in his armored truck, we leave, but remember, no killing." Everyone nodded, and began moving to the lobby.

Meanwhile downstairs, Peter Parker was cashing his 'paycheck' from Mr. Jameson. He was waiting in line when he felt the all-too-familiar buzzing in his head. He peaked out of the corner of his eye, and saw a team of masked thugs approaching, he quietly got out of line, and ducked into the bathroom.

' _Well, time to suit up.'_ Peter thought, and sure enough, his hands were soon covered in black gloves, and he felt a mask covering his head. Peter put his clothes into his bag and placed them into a stall. When he exited the bathroom he immediately jumped to the ceiling to avoid detection. He saw everyone on the ground, and four goons walking around with guns.

"This is how this is going to work." One of them said. "Nobody do anything besides breathe, and stay one the ground, and you'll all be fine." He said. Spider-Man repelled down behind.

"Hey bud? How's it hanging?" Peter asked, and the man turned around, and muttered something under his breath. Before Spider-Man jumped from the web, and blinded the thug with a web-bolt, and struck him across the face, sending him to his back. The other three guards pointed their weapons at him, circling him. Everyone stopped when they heard the front doors slam open. Spider-Man turned and looked at the new arrival, he was dressed in black formal attire, and a metal mask.

"Spider-Man!... what an absolute honor it is to meet you in person." He said, adjusting his suit jacket, and tie. "Allow me to introduce myself: I'm One-Eye, patron saint of Manhattan."


	29. Take it Easy?

_A/N: Hello and welcome back to the story! Sorry for getting this chapter out a bit late, I've been having some computer troubles, but they've been taken care of so I'm able to resume writing! As always remember to keep those reviews coming, saying of which:_

 _ **Superspartan117:**_ _I continue working… diligently!_

 _ **Cabrera1234:**_ _That's something I haven't put very much thought into if I'm being honest._

 _ **Spiderman1fan:**_ _Well the wait is over!_

 _ **AngyDent13:**_ _Sorry, must've misread it… Anywho… I'm glad to have this much of a positive response for One-Eye, he's a character I've been- for lack of a better word- "incubating" for a while._

 _Thank you guys so much for supporting this story for as long as you have been, well I won't be taking too much more of your time with my nonsense… so without further ado I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Take it Easy?=-**

For the first time in his life, Tyler Lortor was nervous. He sat in the locker room of the arena the boxing circuit had rented for use. It wasn't so much the upcoming fight that had him worried, he knew he was more than capable of taking on his opponent. It was the fact that his sister's birthday was tonight… and he'd forgotten to get her anything. He found it somewhat ironic, he could stare some of the best boxers in the world in the face without flinching, yet when it came to his little sister, he turned into probably the world's biggest coward. Maybe pushover was a better word to describe it. Whereas most siblings argue over little things, him and his sister were practically best friends. He whipped his brow with a towel for the fifth time in one minute, before one of his fellow athletes told him his match was coming up. Tyler stood up, and walked to the door, but when he opened it and stepped out he nearly walked into a large, mountain of a man with dark skin, and long dreadlocks that reached his upper back.

"Well excuse you…" Tyler said. He then looked to his friend who had just exited the room. "So who's the 'roid?" Tyler asked.

"Don't know… evidently he's Mac's newest talent. 'Heard they found him in some sort of boxing gym out in Cali." He began. "Evidently the guy wasn't even allowed to compete."

"That's probably a load of bs… Anyway I've got a match to get to, see you next week." With that Tyler left to go to his match.

* * *

Spider-Man stood opposite One-Eye, watching his every move carefully. At the moment, all he was doing was walking around the room, using a metal baseball bat as a make-shift cane.

"You know Spider-Man; I think that this…" One-Eye gestured around the room. "Is just one big misunderstanding."

"Yeah, a bunch of masked people gathered in a bank with automatic rifles… I'm sure there's a really good explanation for that." Spider-Man said.

"I truly believe that there is no need for violence." One-Eye said. "After all, why endanger these innocents any more than we have already."

"Or we could use the alternative." Spider-Man said. "Which results in you going to prison for quite a while."

"I was… afraid you wouldn't be very agreeable…" One-Eye said. "But let me let you in on a little secret Spidey…" Peter waited for him to continue. "I'm not afraid of prison… prison's afraid of me..." One-Eye then pulled out a silver canister from his jacket, and popped the lid, and out spewed a cloud of gas directed at Spider-Man. Peter tried to block it, but as soon as he inhaled even a small part of the gas, he began feeling nauseated, and off balance.

"If you'll excuse me… I'll be taking my leave." He said as Spider-Man was nearly on the ground. He gestured for his men to follow, and they did. Before One-Eye opened the door he turned to his men.

"Did you install the re-breathers on your masks as I asked?" One-Eye asked. His men nodded, and One-Eye pushed open the doors, and he saw several police cars surrounding the entrance. They all immediately told him to freeze where he was One-Eye reached into his coat, and withdrew two peculiar-looking pistols, the barrels looked like metal tubes. He pulled the triggers, and two silver canisters with gas trails behind them. The police immediately started coughing and firing off rounds as their hands contracted. One-Eye led his men to the armored truck, and they piled into the back, while he climbed into the driver's seat. He turned the key, and drove away.

Meanwhile in the bank, Peter was trying to regain his balance. He didn't understand, his spider-sense should have alerted him to the gas, but for whatever reason, it didn't. He finally rose to his feet, and saw the patrons of the bank were all staring at him.

"Don't worry… I've got this… under control…." Peter said between breaths. Before he web-zipped out of the room. He began web swinging through the streets of Manhattan, trying to find the armored truck, but had no luck, it's as if it just disappeared into thin air. He stopped searching after about thirty minutes, before he decided to call it off. He silently returned to the bank and retrieved his bag, followed by him returning to his apartment, and climbing through his bedroom window. He put on a pair of clothes, and when he walked into the living space as per the norm as of late, Harry wasn't there. He'd been staying with his father at the Osborn mansion. He turned on the TV, and sure enough, the news was talking about the event at the bank.

"… _It was then that Spider-Man entered the fray, before being subdued by a rare non-lethal gaseous toxin. An official statement from the police state that they are experiencing difficulty in finding the vigilante behind the bank attack One-Eye. In other news-."_ Peter heard a knock at the door. He walked to the door and opened it. He saw a worried Rogue on the other side.

"I just heard about the bank attack, are you alright?" Rogue asked.

"Rogue, I'm fine, really." Peter said.

"Yeah, just like you were fine when you showed up to the mansion with a bullet wound." Rogue said.

"First of all, it was just a graze." Peter said. Rogue sighed.

"Peter, you may be smart, but ah swear you can be real bone-headed sometimes." She said. "Ah think you should really consider taking a vacation."

"A vacation? Why?" Peter asked.

"For one, you're exhausted." Rogue stated.

"I am nooooo…" He yawned on the last word. "That's just coincidental timing."

"Peter… it's not healthy to stay up every night without sleep." Rogue said.

"Yeah, but-."

"Even for Spider-Man." Rogue cut him off. "You should really consider taking it easy."

"Hey, I went to Detroit last month." Peter said defensively.

"And 'Spider-Man' made an appearance." Rogue said.

"What about that One-Eye guy?" Peter asked.

"Peter, you're not the only hero in New York anymore, there's the Fantastic Four, that Prowler guy, and that guy in Hell's Kitchen, I think you can take it easy for a while." Rogue said. Peter looked downcast. "Please… at least try?"

"Alright… I'll try."

* * *

"Adrien, when can I expect to receive the chemical?" A man asked wanted criminal Adrien Toomes, also known as 'The Vulture'. The Vulture was out of his gear, and currently trying to separate the chemical from the officer's uniform that he… borrowed… although he suspected the now deceased officer wouldn't need it.

"You know it wasn't exactly easy to retrieve the chemical… especially when the police almost recognized me while I was collecting your 'sample', also the chemical is deeply imbedded in the uniform. Why exactly do we need this chemical anyway?"

"Stop complaining, besides, have I led you astray?" The man asked.

"Well no… but…"

"Nothing, I expect the chemical to be at the designated drop-off point in the morning. Goodbye…"

"Goodbye Mr. M" Adrien Toomes then turned off the communicator that he was using to talk to his, for lack of a better word, 'employer', and got back to work.

"Great… now I work for one of the most secretive people on the planet." Adrien said. "I might as well be a government agent."


	30. A Postponed Vacation

_A/N: Hello and welcome back to the story! Thank you for continuing to support this story, and remember to keep the reviews comin'... saying of which:_

 _ **Spiderman1fan:**_ _Hate to be that guy, but it's One-Eye, not Mad Eye, but thank you for sticking with this through this mess of a story._

 _ **Gako959:**_ _No worries, and I can admit that my writing has definitely improved since the early chapters of this story._

 _Anywho I won't keep you guys too much longer, so without further ado, I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=A Postponed Vacation=-**

 _Tyler Lortor was sitting at a table in one of the classiest restaurants in Manhattan, treating his sister to a birthday dinner. His large frame wasn't hidden under the suit that he was wearing._

" _Okay, you don't even sweat this much during a fight, what's wrong?" His sister asked._

" _I may or may not have forgotten to get you a gift for your special day." Tyler said._

"' _Special Day'? Jesus Tyler you make it sound like I'm getting married. I got to see you beat up some big guy from Georgia, and now I'm eating at one of the best restaurants in New York, this might as well be high school all over again." She said._

" _Abby, you are the strangest person I have ever met." Tyler said._

" _That's my job…" She said with a smirk. Their conversation was interrupted by the sound of thundering footsteps walking through the restaurant, and someone's proud boasting._

" _Make way for the future champion!" Someone with a gruff voice shouted. He was followed by the mountain of a man that Tyler bumped into earlier that night. The giant was wearing a very large suit that was clearly specially tailored for him. The giant only turned his head to acknowledge Tyler's presence. The two people were being escorted by two security guards. The leader of the group, the one who entered the restaurant boating, also Tyler sitting there._

" _Hey, you two go find my investment here a table." The guards nodded, and continued walking, followed by the giant man. "Tyler Lortor, you sonova bitch how's life been treatin' ya?" He then turned and saw his sister. "Do you mind introducing me to your friend here?"_

" _Well… Abby, this is Michael Buyor, my old promoter." Tyler said. "Mac, this is my baby sister." That earned him a kick in the leg under the table._

" _Well, Tyler I'm just going to cut to the chase... that huge man you just saw is my newest investment. Back in LA they called him 'The Breaker'. He knocked a guy out with a single punch- square in the face too." Michael said._

" _How does this to apply to me?" Tyler asked._

" _I want you to fight him… and loose." Buyor stated. "Now just hear me out on this. One punch, you go down, the end. We both get a shit ton of dinero, and your reputation stays intact."_

" _Here's my counter offer, if I end up fighting him, you can take your little proposal, and shove it." Tyler said. "I don't throw fights, no matter how much money you're offering."_

" _Tyler, I'm talking 6.6 mil, it's easy money, that's ten times your normal pay for a standard fight." Buyor said._

" _You heard my answer, now go away. I'm not a sellout." Tyler said._

" _Lortor, you know that you shouldn't go against me… I have a lot of money riding on you going down with the first punch." Buyor stated. "If you don't fall with that first punch… You're going to wish you did." Michael then walked away._

" _Sorry about that… he's… eccentric." Tyler said. Abby just waved it off._

" _It's fine… let's just continue this dinner." Abby said. Moving her brown hair out of her face._

" _Yeah… Let's."_

* * *

One-Eye sent a flurry of punches into the punching bag in front of him. He reared his fist back and shot it forward with every ounce of strength he could muster, sending the bag careening into the wall, ten feet away. He stood there, staring at the bag, letting his heavy breaths flow, before reaching over to the small table next to him, and grabbing his metal mask, and strapping it to his head.

"Boss!" He heard Hockey shout. "We just got a tip about our little whistleblower, he's hiding in Fisk's private hotel under heavy protection." One-Eye turned to face his comrade. His expression invisible behind the mask.

"Looks like my vacations been cut short… Round up the men." One-Eye said.

"They're already waiting for your orders- should I fire up the van?" Hockey asked.

"Yeah." One-Eye said. Hockey nodded, and turned to leave. "And one more thing… we're bringing the shredder."

Peter was laying in his apartment alone, bored out of his mind. Harry was still looking after his father, and it took a lot of convincing to stop Rogue from staying there to make sure that he actually relaxed. Not that he wouldn't enjoy spending the extra time with Rogue, but he felt that he honestly needed to relax. The only problem, he had no idea how to do that. He thought about watching TV, but he knew he'd be tempted to watch the news for any problems. He tried just sleeping in, but he couldn't get himself to sleep. He was truly stumped. He tried to ignore the sound of sirens.

"The cops can handle it… the cops can handle it…" He repeated to himself, but when he heard more sets of sirens, he began to grow a little antsy. He took a deep breath to steel himself, but it proved futile as within the next minute he was out of his clothes, and donned in his new black suit. He waited for the suit to extend over his face, and take to the form of his mask.

"That never gets old." He said before opening his bedroom window, and leaping out and heading towards the sirens. He jumped onto the landing skids of one of the helicopters, and let it carry him to the where the police were heading. The chopper brought him to an old factory. He leapt from the helicopter and swung over to a nearby rooftop, and began listening to the police below.

"So what's the problem?"

"It seems like a prank call, we searched every inch of that place, there's nothing in there… Damn kids." Soon enough the police were pulling away from the building, Peter was about to start swinging away, but a familiar buzzing stopped him from doing so. He jumped to the side and avoided a large form nearly tackling him. The blurred shape flew to the other end of the roof in a heap, but didn't move afterwards. Peter cautiously moved towards the form, before it immediately sprang up, and let out a hellish shriek, causing Peter to cover his ears. After it stopped its shriek, Peter looked at the… thing… it was the only way he could accurately describe it. It was donned in a dark grey trench coat that was shredded towards the bottom, underneath the coat it was wearing a black outfit of some kind. The creature itself looked like it used to be human, it's skin was a light shade of lavender, and its pure white eyes glowed in the darkening sky. Its fingers were tipped with claws that looked roughly a foot long. It rose to a standing position. It's head snapping in different direction as it twitched. A low growl resonating within its.

"Uh… you okay buddy?" As soon as the question left Peter's mouth the creature's head twitched and snapped in his direction. "Okay then… that's a no…" The creature then launched its body forward, forcing Peter to jump out of the way, this time before the creature hit the ground it disappeared in a poof of smoke, and immediately reappeared next to him. Peter stopped an incoming slash by blocking the creature's slash with his forearm. Peter shot his fist forward and it connected with the creature's torso, sending it sprawling back, it rolled with the impact, and sprang back up to a standing position. Peter shot a web at the creature which responded by grabbing the web, and used it to hurl Peter off of his feet. Peter tried to sit up but was pinned down by the creature grabbing his shoulders, its claws dangerously close to piercing flesh. Peter placed his feet on the creature's stomach and pushed it off, while it was still in the air Peter grabbed it with a web and slammed into the roof of the building he was on, sending it into the factory below. Peter cautiously dropped down into the dimly lit building, the only sources of light were from the windows and the fresh hole in the ceiling, but even those barely pierced the darkness in the room. Peter looked around for any signs of the creature, but didn't see anything. Peter began walking around the factory in an effort to find his illusive foe.

"Should've just stayed home Parker…" Peter told himself. The old familiar buzzing in his head alerted him to the creature diving at him. He jumped out of the way sent a kick into the creature's side, sending it careening into a shipping container, making a noticeable impression in the side. Peter saw the creature once again rising to its feet. "Don't you know when to quit?" The creature shrieked in response, once again disorientating Spider-Man. The creature prepared to lunge at him, but a long and narrow projectile impacted the creature's shoulder, and suddenly it began convulsing as a sudden electric shock rendered it unconscious. Peter began looking around the dark factory for any sign of who shot the creature.

"Thank you god?" Peter then approached the creature and saw an arrow protruding from its shoulder. On the arrow there was a note Peter picked up the note and read it

' _Thanks for the help, we'll be in touch.'_ Under the hand-written note was an emblem of an eagle. He continued looking at the note until he heard the distant sounds of sirens.

"Back into the fray I guess…" Peter said, before webbing his way out of the factory.


	31. Can't Turn a Blind Eye

_A/N: What's this? An On-Schedule update? *Ahem* Hello and Welcome back to the story! Thank you guys for the love and support of the story, and please keep it coming! I promise to try to get back into the flow of regular updates, but first! Let's get to the reviews:_

 _ **Spiderman1fan:**_ _Don't worry, I know I've been teasing at Fantastic 4 and Daredevil appearance, and they will show up soon enough. As for the Hulk… not sure._

 _ **MythologyStar:**_ _Whelp… let's get to it then._ _ **1.**_ _Too soon man, too soon._ _ **2.**_ _They're all from MARVEL_ _ **3.**_ _Thank you_ _ **4.**_ _Exactly_ _ **5.**_ _Sure, but take away the eye part and it's just fine…_ _ **6.**_ _Ohnononononono… that's not the thing that he is…_

 _Anywho, let's get to it shall we… without further ado… I humbly…. BUMBLY… present:_

 **-=Along Came a Spider-Man=-**

 **-=Can't Turn a Blind Eye=-**

* * *

 _Tyler Lortor stood on the opposite side of the ring from his large opponent. As expected Michael Buyor had set up the fight, and it was the main event._

' _Of course.' Tyler thought, Michael always went big. Tyler was sure Michael was watching the fight from his private observation room. He turned his attention back to the seven-and-a-half-foot tall behemoth in front of him, long dreadlocks framing the giant's head, the guy looked like he could punch through a tank. The ref looked to both of them, then called them towards the middle of the ring. He quickly went over the rules, but neither contender was listening, both just staring into each other's soul._

" _\- now touch gloves." The ref said. Tyler stuck out his glove, but the behemoth made no move, only walking back to his corner. Tyler lowered his glove, and walked back to his corner. The audience was silent as they waited. The ref signaled for the bell, and slid out of the ring. Tyler and the giant quickly closed on each other, but the behemoth quickly hit Tyler with a powerful right hook that sent him to one knee. Tyler was shell-shocked, disorientated, and felt his consciousness fading. He heard the audience collectively gasp. Tyler shook off the feeling, and sprang up hitting the giant square in the jaw, before his opponent could recover, Tyler sent three more strikes to the behemoth's head, and a right hook into the giant's side. Tyler watched as his large opponent staggered from the quick impacts. The giant almost caught him with a quick jab, but Tyler ducked underneath it and mustered all of his strength behind a punch square in the giant's face, this one actually sending him down. Tyler waited as the ref began counting. He got to five before the giant got up. Tyler rolled his shoulder's back before moving in again. The giant blocked an attempted strike to the head, so Tyler responded by pelting his torso with a large flurry of strikes. The behemoth hunched over to try to lessen the impacts, but left his head open for attack, which Tyler exploited, and this time, the giant stayed down for the full ten._

 _A few minutes later Tyler was walking to his apartment, his sister beside him. She was praising his victory over Buyor's new fighter. Tyler noticed something sticking out of her purse._

" _What's that?" He asked pointing to the paper._

" _Oh… that's… nothing." She said bashfully, but he quickly swiped it out of the handbag. What he saw was a drawing of a guy in black combat gear wearing a metal mask._

" _Tyler give it back…" She said._

" _This is good… What is it?" He asked. She perked up when he complimented it._

" _It's… something I've been working on for a while… He's a super hero." She said. "I based it off my real hero." She said with a blush._

" _He looks more like a villain." Tyler said, noting the guns he was carrying, and the menacing mask._

" _He's not bad… he's just different from most heroes, for example he doesn't walk around in brightly colored spandex. He uses his appearance to intimidate others." She said, before looking back up at her brother. "I believe anyone could be a hero if they chose to." Tyler felt a proud smile forming on his face at hearing her words. His sister was always optimistic like that, it's how, at least according to him, they held on after their parents were taken in a drunk driving accident. Tyler wrapped one of his arms around her, an earnest smile on both of their faces. They continued walking until they were blocked by three big guys in black leather jackets. All of them standing behind Michael Buyor, who began clapping whenever Tyler was close enough._

" _That-." He said pointing in the direction of the arena. "Was a hell of a fight." Tyler pushed his sister behind him. "Unfortunately Tyler… I specifically remember saying explicitly that I didn't want a 'hell of a fight'. I remember saying that I wanted you to go down with the first swing… NOT WIN THE FIGHT!" Michael shouted._

" _I told you I wasn't going to throw the fight- you knew that when you had it arranged." Tyler said. "There's no reason for any of this._

" _You know Tyler, I had that match made, because I thought that you were going to be smart about it. That you would see it from my point of view… but since you decided to be a little prick- I'm out Fifteen million! Even for me that's a lot of dough, so unless you have fifteen million dollars on you right now… my associates are going cause fifteen million dollars' worth of bodily harm." Buyor shouted. "In fact… since I know for a fact that you don't have the money, I'm goin to let them have some fun. Go get 'em boys." Michael said motioning for his thugs to move in._

 _Tyler moved in to engage the three, knocking two of them to the ground with a couple of punches, but got hit in the back by a wooden bat one of them was carrying. Tyler grabbed the thug's leg and pulled him to the ground, before landing a strong blow to the face. He yelled for his sister to run, but Michael ordered one of the thugs to chase her down, to which Tyler responded by grabbing the thug's leg, and stopping him._

" _Tyler watch out!" He heard his sister yell he turned around to see the third thug trying to catch him with a knife. Tyler used his hand to block the blade, but getting it stabbed in the process. Tyler winced as he felt the cold steel go through his hand coating the end in a deep crimson. Tyler gripped the hand of the thug holding the pocket knife, and twisted until he heard a cracking sound. Tyler then head but the thug, and knocked him down, Tyler looked at the collection of unconscious thugs beneath him he pulled the knife out of his hand, and began walking towards Michael, who had a panicked look on his face. Michael reached into his suit pocket and pulled out a revolver, and leveled it in Tyler's direction. A loud bang and bright flash filled the area. When Tyler opened his eyes he saw that he was fine. He smirked at Michael._

" _You missed." Tyler said. Michael smirked himself._

" _Not exactly." He said. Tyler turned around, and saw Abby clutching her neck, even in the dark, he could see deep red liquid seep through her fingers. Tyler dropped the knife and ran over to her. He caught her before she fell, and lay her down gently. He was too shocked to actually say something as tears began forming at the corners of his eyes._

" _T-Tyler…" Abby managed to choke out, blood oozing from the corners of her mouth, she looked as though she was going to say something else, but her eyes glossed over, and her head lolled back._

" _No…" Tyler managed to whisper out. He clenched his teeth, before letting out a scream of desperation, and holding her closer to him._

" _You could've prevented this Tyler, but you just had to be a stubborn pain in my ass." He heard Michael say from behind him. All at once Tyler's tears disappeared from his face, all the sadness was gone, replaced by one thing, hatred. In one swift motion, Tyler rose to his feet and struck Michael across the face. To which Buyor responded by slashing Tyler across the face with the pocket knife. Tyler's hand shot to his eye._

" _If you're so damn eager to join that whore… than allow me to send you there." Michael said before plugging the last five bullets of his revolver into Tyler's chest, and sending him to the ground._

* * *

Peter arrived at the source of the sirens in no time. His black suit blending almost perfectly into the darkened sky. He looked at a hotel with police surrounding the entrance, and an armored van that Peter instantly recognized.

"Great… this guy again…" Peter said to himself. He shot a web to the hotel, and swung over, he found an exterior vent. He pulled the grate off with ease, and crawled in.

 **-=Hotel Interior Ten Minutes Earlier=-**

Angelo Davis was sitting in the luxurious Fisk Hotel Penthouse, guilt eating away at him, he'd betrayed his friends, and to Wilson Frisk of all people. To his friends he went under the name _'Angel'_. They all had codenames given to them by their fearless leader One-Eye. When he'd found them, they were planning to rob a bank, but he showed up, built like a brick wall, and wearing a terrifying metal mask that had one of the eye holes welded shut. Instead of taking them out right then and there, he shared with them his vision, of a New York without crime, where the people of the city didn't have to be afraid to walk to their homes, or even across the street. They all agreed, and the seven of them- One-Eye, Hockey, Halves, Slash, Reaper, Demon, and him… Angel- the new guardian angels of Manhattan, and he'd betrayed them, all because he allowed himself to get discovered by Fisk, and was 'persuaded' to see the errors in his ways.

Demon was the one with an attitude, and his job _very_ seriously, it was obvious the guy had something fucked up in his life, but he never divulged. Reaper was the aspiring comedian of the group, always telling jokes at poor times, but One-Eye seemed to enjoy the jokes. Hockey was the tech nerd, there was no better way to put it, he was good with a rifle, and a computer, he liked to make jokes too, but he was more controlled about it. Halves was their fearless field leader whenever they weren't with the big-guy, and he was damn good, a brilliant strategist, and just as good with a gun. Slash was their resident DJ, although he preferred the term Music Guru. Angelo was a good sharpshooter, it's how he earned his name, he'd act as a guardian angel, taking out threats at a distance, while making it look as though luck was on their side. Then, there was One-Eye, the big-guy, the leader… nobody could figure him out, he never spoke of his past, and rarely took off the mask, he didn't rule through fear… he didn't have to, they all respected him. The seven of them had been heavily interfering in Fisk's illicit operations for over a month, and it was clear that Fisk was growing increasingly upset about it.

Angel ran his hands along the surface of his mask the angel wings at the corners of the eyes, and a cross then went from the forehead, down to the jaw. He knew he wouldn't be allowed to leave until Wilson Fisk decided what he wanted to do with him, which if history was going to repeat itself, was kill him, and he knew his friends were probably on their way to find him, and he knew he was probably going to be offed by One-Eye, he made it explicitly clear that he didn't tolerate treason when they signed on. He looked to the guards around the room, all of them in typical security garb, all armed with a pistol.

' _They're going to need more than that to stop One-Eye…'_ He thought idly to himself. The windows around the penthouse were all blocked by curtains. It was only something he noticed whenever he heard a knock on the window.

"The hell?" One of the guards asked, before walking over to the window and opened the curtain, but was met with the barrel of a minigun that began rotating. Angel did the only thing he knew would protect him from One-Eye's little side project, the-shredder, he dove behind the couch he was sitting on, a second later he heard the sound of rapid-gun fire and glass being turned into essentially water. Angelo saw one of the guards taking aim from a safe position at One-Eye, and made a split-second decision, and tackled him to the ground, and pried the gun from his hands, before pistol whipping him, Angelo looked at his mask, and put it on. He heard the minigun fire cease, and the loud footsteps of One-Eye walking into the hotel. Angel took a chance and walked out into view, where he saw a window-washing platform in front of the shattered widow, he also saw One-Eye taking out one of the guards with a quick series of punches. One-Eye and Angel's eyes met, and the two didn't dare move.

"Freeze!" They heard a security guard say, a shotgun in hand. "Put the gun down." Angel dropped the pistol, One-Eye and him shared a quick glance. "Now kick the gun over." Angel then kicked the gun over to One-Eye who flicked into the air with his foot, and shot the guard before he could react.

The room was empty, save for Angel, and One-Eye, who was staring the former down. One-Eye then shook his head, and lowered the pistol.

"I knew you couldn't stay away for long." Angel looked as though he was going to say something, but One-Eye silenced him. "We'll talk when we get back to base." Angel nodded.

"Where are the others?" His question was answered by a series of gunshots at the entrance to the penthouse. "Oh… okay…" Soon enough the rest of the team was in the room with them, and, after One-Eye told them to lower their weapons, they understood, but they heard an all-too familiar sound.

"Sirens…" Demon said.

"I find it kind of ironic that a criminal mastermind calls the cops whenever things go wrong." Reaper said bluntly. One-Eye thought for a moment.

"You guys take the window washing platform, go up to the roof, and take a safe way down, use the smoke grenades to sneak to the van, and drive off.

"What about you?" Halves asked.

One-Eye looked towards the ceiling. "I've got an appointment." Peter froze from his place in the vent.

' _How did he-?'_ Peter thought. One-Eye's men nodded, and walked onto the window-washer's platform, and rode it up.

"Alright… come on out Spider." One-Eye said, and soon after Peter dropped from the vent. "I just wanted to make sure there wasn't going to be any interruptions this time…" One-Eye said. "Back at the bank, there were too many people, and they could've gotten hurt if we fought there, but here… it's just- You. And. Me."

Spider-Man dropped into a fighting stance. "So… are we going to get started, or just talk about our feelings?"

One-Eye gazed at him for a moment. "Let's."


	32. Rumble in the Penthouse

_A/N: Hello and welcome back to the story! Thank you guys for supporting this story and leaving me plenty of reviews for reading… saying of which:_

 _ **Spiderman1fan:**_ _Well here you go._

 _ **MythologyStar:**_ _Tragic story is tragic._

 _Anywho I won't keep you in the author's note for much longer, so without further ado I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=Rumble in the Penthouse=-**

 _Tyler Lortor awoke in the hospital, the subtle beeping of the heart monitor informed him to wear he was. Slowly, the memories of what transpired came flooding back to him, as did his vision, he noted that one of his eyes was covered in a cloth. He saw a nurse writing something down on a clipboard._

" _H-how… How long have I been here?" Tyler asked. The Nurse looked up from her clipboard, seemingly just noticing that he was awake._

" _They brought you in last night, but they didn't think you'd wake up so… soon." The Nurse said, clearly surprised that he was awake. "You had a couple of visitors while you were in recovery."_

" _Who?" Tyler asked._

" _This guy with a really thick southern accent, and what looked to be a couple of body guards. They left you something on the table next to you, I'm going to go get the doctor." Tyler looked over to the table and saw an envelope on the desk. On the front of it were the words written:_

' _To: the most resilient mother-fucker I know,_

 _From: Your favorite man'_

 _Tyler opened the envelope and pulled out the folded pieces of paper inside, one was written in the same handwriting as the envelope._

' _I figured you'd want this trash.' He tossed the note to the side, and looked at the other one, it was written in different, albeit familiar handwriting. It read._

' _For my Hero' Tyler unfolded the paper, it was a letter. He read it._

' _Tyler, I know things haven't been the best as of late, and that you blame yourself for that, but I'm writing this in an effort to cheer you up… so… well here it goes… Remember when we were growing up in that studio-apartment? You know, the apartment that was one room and we were pretty sure that the building manager was Jafar from Aladdin in disguise? Anyway uh… remember that night when there was that really loud thunder? And I was terrified… then you told me the story of Thor, the God of Thunder, and told me to imagine that it was just him striking down some evil monster… is it sad to say that I still think that anytime I here thunder? Anyway that's not the point, the point is, on that night you were there for me when I was scared… and while you may not have super powers, wear spandex, or even carry a magic hammer that can conjure lightning… You're still a hero in my eyes… and I've decided that to take your advice, and apply to that one comic book company as an artist. Your baby sister-.'_

" _Abby…" Tyler mumbled to himself. He felt his hands shaking, as his eye began to burn. He saw a piece of paper taped to it, he looked at it and saw the character that Abby had drawn, only parts of the paper had dried blood on it. Abby's words echoed in his head._

 _("-He's based off my hero…") Tyler ran his thumb over the drawing, but came to a sudden stop when his thumb covered the right eye. He narrowed his one eye at the envelope. He gripped the IV tubes in his arm, and pulled them out. He wasn't sure why nobody stopped him on his way out, but he knows that when the doctor got to the room he was in for a surprise. Tyler took his clothes, and got on a bus that took him to where he needed to go. He pulled out his phone, and contacted one of his friends._

" _Ty? What's up man?" His friend on the other end asked._

" _Do you still have your welding equipment?" Tyler asked._

" _Well… seeing as how it's my job I'd hope I did… Why?"_

" _I'm putting in a special order… I need a mask, a metal mask." The bus arrived near his friend's shop after a few minutes' time, he paid the toll and walked into the shop._

" _Tyler hey… holy shit…" His friend said upon seeing him. "It looks like you've been to hell and back… before briefly returning back to hell because you forgot something there."_

" _Never mind that… did you make my mask?" Tyler asked._

" _Uh… yeah over here." He led Tyler to a table at the back of the shop and held up a metal mask. "You got here before I could decorate it."_

" _It's fine… There's only one touch up I can see it needing." Tyler said, grabbing a welding mask and torch._

" _And that is?" His friend asked. Tyler lowered the torch to the mask, and began welding the right eye closed._

* * *

One-Eye and Spider-Man faced each other. Neither willing to make the first move. Spider-Man decided to take the first swing, which was easily blocked by One-Eye who tried to counter by sending a strike directly towards Peter's chest. Peter jumped back, landing on his hands, and using them to spring himself forward and kick One-Eye in the chest. One-Eye quickly recovered, and blocked another one of Spider-Man's punches, before trying to catch him with a right-hook which Spider-Man leaned to avoid, and used the momentum to kick One-Eye across the head.

"Sorry, but you're going to have to get up pretty early in the morning to catch me." Spider-Man said confidently. One-Eye rubbed his jaw through his mask.

' _Unless…'_ One-Eye thought to himself. He decided to test his theory, and sent a faux-punch at Spider-Man, quickly followed up with a real one, just as he suspected- Spider-Man made very little effort to dodge the fake punch, but openly blocked the next one. He tried this process at different times as the two continued circling each other, only occasionally taking swings at each other. _'So… You can sense when danger is coming can you?... Well then, let's just see if I can trick that little sense of yours eh?'_ One-Eye sent a left hook at Spider-Man's head, and as expected he ducked to avoid it, only to be met with a boot to the chest, that sent Spider-Man sprawling back. After recovering from the hit, Spider-Man's head jerked up at One-Eye in surprise. One-Eye advanced on him once again. Sending a right-hook to Spider-Man's side, followed by a left hook to the head, both of which Spider-Man blocked, leaving him open to a Sparta-kick to the chest.

' _Damn… this guy hit's like a ton of bricks…'_ Spider-Man thought to himself, clutching his probably bruised chest. _'But… how? How did he find a way around my Spider-Sense… and so fast? First he knew I was hiding in the vent, now he not only knows of my spider-sense, but a way around it?'_

"What's the matter Spidey? Cat got your tongue?" One-Eye boasted. Spider-Man shakenly stood up, and took a fighting stance. One-Eye advanced on him once again.

"Not this time sunshine." Peter said, grabbing a wooden coffee table with his webbing and hurling it at his adversary. One-Eye blocked the table's impact, and felt it shatter against his frame. "Huh… must be from Sweden…" Peter remarked at the now shattered pieces of wood.

"I was thinking the same thing." One-Eye said. Peter grabbed the ceiling with his webbing, and tried to swing-kick One-Eye, only for him to roll under the kick, and grab a discarded pistol on the ground and shoot the web-line, Peter didn't recover quick enough and as sent careening into the adjacent wall.

"I have to say Spidey… I'm kind of disappointed, I expected 'The Amazing Spider-Man' to put up more of a fight."

"What are you… talking… about…" Spider-Man said standing up groggily. "I'm… just getting warmed-up…" Peter meekly put his hands up in a boxing fashion. "Put up your dukes… Wait a second… why are there three of you?"

"If you'll excuse me Spider-Man… I'll take my leave." One Eye said, raising his hand to wave bye, but found it covered in black goo that was connected to the ceiling. He tried pulling himself free, but found that he couldn't. He looked in Spider-Man's direction.

"Gotchya…" Peter said. "Now you are going to wait here with uncle Spidey while we wait for Mr. Policeman to get here.

"I retract my statement… Well done Spidey…" One-Eye said. "But I'm not going to prison." Spider-Man looked at him confused, but One-Eye pulled out what looked like a detonator.

"He's carrying a thermal detonator!" Spider-Man said in mock fear. "What's your plan blow us both up?"

"Not exactly. If you'll excuse me… I'll take my leave." He pushed the button on the detonator, and the area was filled with smoke. Peter heard a gunshot, and a loud crash. When the smoke cleared, Peter saw a hole in the floor, leading to the level below.

"Well… that sucks…" Peter said, he decided to make himself scarce before the police arrived. Peter was swinging back to his apartment when he saw an alarm going off at a museum.

"Seriously?! Tonight is not my night." Peter said as he swung closer to the museum, but as he got closer, he saw a dark figure running along the rooftops away from the bank, as he got closer he could see the bright white hair on top of her head. He swung ahead of her and decided to cut her off before her next jump.

"Didn't your mother ever tell you not to run across rooftops?" Spider-Man asked Black Cat.

"Didn't your mother ever tell you it's bad luck to let a black cat cross your path?" Black Cat asked as she slowly approached him, similarly to how a predator approaches prey. "It's nice to see you again Spider…" She purred. Peter almost felt his confident façade drop with the way she moved and spoke.

' _She does have me wrapped around her finger doesn't she?'_ Peter thought as she moved around him. "Considering how there's a museum loudly announcing that someone broke in, and that you looked like you were in a hurry to get away from there, I assume that you're responsible for it."

"I don't take responsibility for what happens around me… I'm sure that's something you can relate to huh Spider?"

"Okay you lost me on that one…" Peter said.

"Ever since you turned up… things have gotten strange haven't they?" Black Cat said. "You've caused some noticeable changes Spider… changes that can't be reversed… but don't take it personally Spider… I'm sure that someone else would've come along if you hadn't… but I can safely say that I'm glad that you're the one that did…" Black Cat was moving towards the edge of one of the building. "New York has changed Spider-Man… and it's going to keep changing for a while, all because of you, and that tight red suit."

Peter was so deep in thought that he almost didn't hear what she said next.

"And one more thing… You may want to pay more attention to your surroundings… You'll be surprised what can go missing without you noticing." Peter saw her securing something around her wrist. Peter looked towards his wrist and saw that one of his web shooters was missing.

"Wait- What?!" He didn't even react whenever Black Cat winked at him and swung away. "Great… now I've got to build another one."

* * *

Flint Marko was walking through an alleyway trying to find a decent place to sleep, he also heard the sounds of someone following behind him. After he turned down another alley, he still heard the sounds of footsteps following. He increased the size of his hand, and turned it to sand, but he saw no one there.

"So paranoid…" He heard a voice say. He whipped around and tried to spot the source of the voice, but again, saw nothing.

"Where are you?" Marko demanded.

"Over here…" He turned and saw a figure obscured in the shadows. "You've been busy Marko… quite busy indeed, but you should know that your private war against Fisk isn't going to work."

"What are you talking about?"

"Fisk is _a_ problem, but he's not _the_ problem." The figure said. "You're trying to 'fix' New York, but eliminating Fisk won't do that, not permanently anyway. If you want to truly fix New York, you have to eliminate the source of that problem."

"And what exactly is that?" Flint asked.

"The one who came along, and changed everything: Spider-Man."


	33. The Rhino's Return

_***PLEASE READ AUTHOR'S NOTE***_

 _A/N: Hello and welcome back to the story, before we get started I have an announcement to make, pretty soon I will be making a story featuring Marvel OC's in a team, but I need characters so, to anyone reading this if you have an OC you'd like to be in the story, send me a PM under the topic Marvel OC and when you send me the message I'm going to need the following information:_

 _*Note that in the story they would be prisoners on the Raft, and it would be helpful if they were looking for a chance at redemption._

 _Their Appearance/ Costume_

 _Powers and/or Equipment_

 _Backstory_

 _Personality_

 _Reason(s) why SHIELD would have them in custody on a facility such as the raft._

 _And any other information that you'd like to provide for the character, remember the more detail the better._

 _Okay with that out of the way time to respond to your lovely reviews:_

 _ **Spiderman1fan:**_ _While Iron Man definitely had a global impact as Iron Man, Spider-Man would have a strong local impact in New York City, just think about all the 'unique' individuals that came to power- not just in this story, but in the comics as well- after Spidey made his appearance._

 _ **MythologyStar:**_ _Well… people will believe what people want to believe._

 _ **Man285:**_ _Sorry, but I don't know enough about X-23 to do the character justice, also the primary relationship in this story has been pre-determined._

 _ **Guest:**_ _I haven't realized that MJ has been on the back-burner for so long… Well I actually was going to bring her back for a story arc that is being planned, and as for Fury, that will be VERY soon._

 _Well now that all of that's out of the way, let's get to the story, shall we? Without further ado I humbly bumbly present:_

 **-=Along Came a Spider-Man=-**

 **-=The Rhino's Return=-**

 _Tyler Lortor was sitting at the back entrance of the building where Michael Buyor made his home. He was dressed in a black, sleeveless shirt, black cargo pants, black combat boots, wearing dark wrist wrappings, and gazing down at his new mask, he had no weapons on him besides a metal baseball bat. He slipped the mask on after a moment of thought, after all, if he chose to enter the building, there would be no going back._

" _Fuck it." He said to himself before slipping on the mask. "There was never any going back."_

 _He grabbed his bat, and smashed it into the lock of the door. He grabbed the handle and opened it, he stepped inside, and found himself in a vacant kitchen. Tyler looked around confused for a moment, before a familiar mountain of muscle stormed into view trying to take down Lortor, who, in an effort to gain the upper hand, swung the bat at The Breaker's head, only for the much-larger man to catch it with one hand, and headbutt the now ex-boxer. The Breaker picked up Tyler with one hand, and threw him across the kitchen, causing him to land on a counter; Tyler could swear he felt something come loose, but he didn't have time to rub his potential wound as his foe pursued him. The Breaker grabbed Tyler's neck, and pinned his legs using his, and began pushing his back on the edge of the counter, trying to break him in half. Tyler saw a pot nearby, and grabbed it flinging its contents into his enemy's eyes. The large man covered his face, and let out screams of agony. Tyler pressed the advantage and hit him in the side of the head with the pot. He grabbed a nearby knife and stabbed The Breaker in the chest. The large man looked down at the knife protruding from his chest, and back up at Tyler._

" _Ah shit." Tyler said, The Breaker picked up Tyler with both hands and slammed him into the nearest surface, which was a metal shelving unit, spilling its contents onto the floor. He slammed Tyler again, but this time it was the entrance to the freezer. (Think one of those large- walk-in freezers)_. _Tyler grabbed the handle to the knife and started pushing it in. The Behemoth loosened his grip enough for Tyler to slip out. Tyler looked to the discarded contents on the floor, and saw a bottle of cooking oil. He grabbed a knife that had fallen off its hanger, and cut off the top of the bottle, and threw it in the giant's eyes before he could advance, and then Sparta-kicked him into the freezer. He then pulled out a lighter. The Breaker cleaned his eyes off just soon enough to see the lighter being lit, and a smug look on Tyler's face._

" _Burn bitch." Tyler stated, before tossing the lighter onto The Breaker, igniting the oil on his skin. Tyler shut the door to the freezer and blocked it with the shelving unit. He walked over and grabbed his bat, and exited the kitchen. He walked over to the nearest elevator and hit the button for the top-floor. However, the elevator stopped much sooner than that, and opened to reveal to guards standing there._

" _-Did you see how much that big guy could put away?"_

" _Yeah it was like…" The two then noticed him and pulled their guns. Tyler grabbed both of their wrists, and pulled them into the elevator. Still holding their wrists, he made the two guards pistol-whip each other, before letting them drop to the ground in unconsciousness, he hit the button for the doors to close, and continued riding up. After a few floors the elevator went dark, and opened to reveal a squad of guards holding pistols. Tyler eyed all of them and shrugged._

" _So… who's first?" Tyler asked. The guards turned the safety off on their guns. "All of you then." He then stomped down on the elevator's floor panel, causing the two pistols to 'jump' into his hands. He turned the safety off, and held them down at his sides._

" _Freeze or we will open fire." One of the guards said._

"… _I know." Tyler said plainly, before opening fire on the crowd of guards, using one bullet per guard. The guards were too busy trying to find some cover to fire back. After Tyler ran out of ammo there was one guard left, still holding his pistol. Tyler dropped his two guns and looked at the guard, before looking around to all the fallen guards around him._

" _Do you seriously want to try that?" Tyler asked exasperatedly. The guard shook his head. "Then put the gun down and get out." The guard nodded and put the gun down and running away. "There you go." Tyler picked up the gun, and walked over to the stairwell, and began making his way up to the top._

 _Meanwhile at the top Michael Buyor was talking to someone on the phone._

" _Look, I don't know what you gave my boy Breaker, but now he is one hell of a fightin' machine." The person on the other end gave a response. "No, no I remember our deal, I let you experiment on him, turn him into one of those mutant-freaks on the news, make a quick buck, and hand him over to you for whatever you wanted him for, and I am a man of my word." Another response. "Don't worry Mr. Dialgo, you'll have your one-man-army soon enough. Pleasure doin' business whichya." He clicked his phone and leaned back on the patio couch of his penthouse apartment, and lit up a ciga r. "Life is good." He said to himself, before he heard a gunshot from inside the penthouse, followed by several more, he looked around and saw his guards dropping left, right, and center. He looked towards the doorway and saw Tyler Lortor in a metal mask, staring him down._

" _Tyler?" Buyor asked._

" _The one and only." Tyler said plainly._

" _Jesus Christ… what the fuck are you doing here?" Michael asked starting to back away._

" _Exacting justice upon a wicked soul." Tyler said, taking a few steps forwards. He pulled the magazine out of his gun to check how many rounds he had left. Michael pulled out his revolver, only for Tyler to slam the clip back into the gun and shoot Michael in the hand. Sending Buyor's gun plummeting to the streets below._

" _N-now, now Tyler… let's think this through, even if you kill me there's no way out… That big guy you fought… he's one of those Mutants you see on the news, had 'im made real strong, so there's no way in hell that you're gonna-."_

" _He's dead." Tyler said, he saw Michael's face drop to one of pure shock. "I killed your investment. Now time to finish the job." He said raising the gun to Buyor's head._

 _Michael snapped out of the daze he was in and tried to take a slash at Tyler. "YOU PIECE OF SHI-!" He shouted before Tyler slapped him with the pistol, nearly sending Buyor over the edge of the roof. Tyler grabbed him by the collar of his shirt to stop him from falling._

" _T-Tyler… you know that I'm a pretty important man… very wealthy…"_

" _Abby was worth more than a trillion of scum like you." Tyler said._

" _Look Tyler… I'm sorry about your sister, alright, but killing me isn't going to bring her back…" Michael said._

" _I know…" Tyler said. "That's why I'm not going to kill you." Michael breathed a sigh of relief, before it almost immediately got caught in his throat. "Gravity will." Tyler stated, before letting go of Buyor, and letting him plummet to the world below. "Rest in Pieces you son of a bitch."_

* * *

Aleksei Sytsevich was staring at the metallic armor that was given to him by The Kingpin. He'd lost count of the number of times that it has been modified to rectify the numerous problems with it. Since its debut it the faceplate of the helmet now is magnetically sealed to prevent it from being ripped open, the joints had been reinforced due to his encounter with Iron Man, and armor on the suit had been further reinforced just for the heck of it. It was truly a masterpiece of modern ingenuity, but despite it all… he has yet to complete his one objective- destroy Spider-Man, and he knew that Fisk was furious about it, two attempts, two failures. Fisk decided to give him one last chance, if he failed this time, Aleksei would be six feet under. Fisk also wasn't sending him alone, he was sending him with this two-bit nut-job who calls himself Shocker, but as long as this guy didn't get in his way, Aleksei was fine with it- not that he had much of a choice. He placed his thumb on the reader next to the suit display, and the suit opened, allowing him to step inside.

* * *

Norman Osborne was sitting in his office waiting for his secretary to send in the people he requested. Soon enough his intercom rang, Osborne quickly told his secretary to buzz them in, and soon after two people walked in: Dr. Alistair Smythe, and Dr. Harold Langner.

"Gentleman now that you're all… where's Dr. Morbius?" Osborne asked.

"Mr. Osborne… nobody's seen Michael since the… experiment." Langner stated. That actually brings me to something I needed to ask… are you feeling alright?"

"I'm fine Dr. Langner… Now then I've all called you in here for a reason." Osborne said. "As far as anyone's concerned, that experiment never happened, I'm deleting all data pertaining to it, if anyone asks about it, it never happened."

"Is that really morally responsible? To cover up an experiment that left people sick or injured?" Langner asked. "Alastair, you're with me on this right?" Langner turned to look at his colleague, but saw him rubbing his temples. "Dr. Smythe?"

"I'm… fine…" Smythe said. "And, I personally think that it's for the best that word of this doesn't reach the light of day. It could further damage our already fragile reputation, it could finish us."

"Thank you Dr. Smythe, now I think you should go get checked out by the medical staff." Osborne said. Smythe nodded and left the room. "Dr. Langner, I expect that you will keep this under wraps?"

"Of course, Mr. Osborne…" Langner said.

"You're being reassigned to what used to be Connors' project; you'll find the details in your office." Osborne said, dismissing Langner. Almost as soon as he left, Osborne's computer gave him a notification:

' _Copy Complete: File(s) Super_Soldier and Glider_2.0 Have been transferred to secret projects.'_

He was also given a prompt:

' _Are you sure you would like to delete source projects?'_ Norman Osborne hit the confirm button, and in that instant, the research for the glider, and the super soldier project were erased, now only accessible by him.

* * *

Peter Parker was sitting in the living room of his apartment that Harry had officially moved out of. Harry had elected to move back into his father's mansion to try to care for his father. So, Peter had an apartment all his own, which he was surprised he could afford with what Jameson pays him. He was currently sitting on his couch, bored out of his mind, he asked Rogue if she wanted to hang out that day, but evidently Logan was- as she put it- " _Putting them through hell today."_ Leaving him to his idle boredom, and to his own thoughts- which were focused on what The Black Cat had said to him.

" _You've caused some noticeable changes around here Spider…"_ The more he thought about it, it did seem to piece together. After he started swinging around New York things had certainly changed, and not necessarily for the better, now it seemed that there were costumes crawling out of everywhere after he'd shown up. Could it really just be a coincidence? No, it seemed that some of them were coming about with the specific purpose of killing him, by any means necessary, hell he's already seen the lengths they may go to- his most recent fight with the Vulture was enough evidence that anyone close to him was in danger. Before now, it had never clicked the risk he was putting everyone in, just by being him. He was forced from his thoughts by the sound of his police scanner going off. He felt his suit forming over him.

"Well… guess it's time to get back at it." Peter said. He then opened his window and swung to the location of the crime in progress. When he got there he almost instantly wished that he had just ignored the call. What he saw was The Rhino, and the same padded shirt wearing guy that he fought almost six months ago. He swung closer to them and landed on a lamp-post. "Gentlemen… I'm looking for two highly dangerous criminals, care to help me out?"

"Well look who it is…" Shocker said. The Rhino rolled his large, armored shoulders, and prepared to fight the web-slinger.

"Did I interrupt your first date? Sorry, I'll let you get back to-." Peter stopped and jumped to avoid Shockers' attack.

"Well, somebody's grumpy." Peter said, now at ground level. Shocker rushed Spider-Man, throwing to punches at his head, both of which Spider-Man dodged. Peter shot a web-line that connected Shocker's hand to a nearby wall. Peter was about to attach the other one, but had to move to avoid a charging Rhino.

"Hey! I'm walking 'ere." Peter said.

"Not for long pal." Shocker said, shooting a condensed air blast at Peter's leg which, due to the close proximity, made contact- sending Spider-Man to the ground. Peter tried to pick himself up, only to be picked up by The Rhino and thrown across the street, into a coffee shop.

"Okay… that sucked…" Peter said, standing up, he noticed the large hole in the window that he was thrown through. "Thank goodness I'm wearing weird alien goo and not spandex… ad that to the list titled weird sentences I thought I'd never say." Peter shot two webs at the sides of the windows and started walking backwards, when the webbing wouldn't stretch anymore, and used it to launch himself through the window, and over The Rhino's head, Peter shot a web that connected to his horn, and, using the momentum he generated by slingshoting himself, pulled The Rhino to the ground, but he wasn't given a chance to secure The Rhino to the ground, because Shocker pressed his attack, throwing both punches and condensed air bursts at him. While he had no trouble dodging the attacks, Peter knew that it was going to take some effort to beat both Rhino and Shocker. As if to confirm his thoughts, he had to jump to avoid a massive titanium fist plummeting towards him. Peter continued ducking and diving to avoid the duo's attacks, until Shocker got lucky and clipped him with a condensed air attack, allowing Rhino to hit him with what was a giant metallic fist equivalent to a ton of bricks. Sending Peter careening into a car with enough force to flip it. Rhino picked up the dazed Spider-Man, and slammed him against the wall, pinning him with his giant hand.

"Nighty night Web-head." Rhino said, rearing his fist back. All three participants in the fight heard a metallic 'clink' on the neck of The Rhino's armor, followed by rapid 'beeping'. Soon the flashbang that had been attacked to The Rhino's armor went off, causing the large villain to drop Peter. Shocker tried to fire a condensed air attack at Spider-Man, only for a purple gloved hand to grab his wrist. Shocker turned towards the source, and saw The Prowler staring him down.

"My turn." Prowler said, kicking Shocker in the chest. He ran over to the still-dazed Rhino, and threw two electric devices onto his armor giving him a hearty 'zap'. He walked over to Spider-Man and offered him a hand.

"Why is it that I'm always the one saving your ass?" Prowler asked Spider-Man.

"What are you talking about… I had him on the ropes." Peter said.

"Hmph… sure you did." He said. "So how are we going to divide this up? I take Mattress-Man you take The Rhino. Peter snapped his fingers and held a finger up in realization.

"That's what he looks like. It was bothering me all fight."

"Is that why you were losing, or are you just losing your touch?" Prowler asked.

"If you must know… I'm a bit sore from this fight last night." Peter said.

"HEY!" They heard someone shout. They turned to see Shocker standing there. "Aren't you ladies forgetting something?"

"No, we were just in the middle of a conversation, that you so rudely interrupted." Peter said, he then turned to Prowler. "You take him. I've got the big-guy." Prowler nodded, before charging Shocker. Spider-Man turned to Rhino who was now recovered from the 'shock', and was standing at the armor's full height, casting a shadow on Spider-Man. "I now regret all of my life choices…" Peter said, rolling to avoid one of Rhino's fists that attempted to crush him. "What is with you villains and crushing me? Can't you just, you know, roll me up in a paper towel and throw me out the window?" Peter asked, avoiding yet another fist. "I'm beginning to think this is a very one-sided conversation… Come on talk with me."

"DIE!" The Rhino shouted, trying to crush Spider-Man with both hands.

"No… you see that's talking _at_ me." Peter said, he then attached symbiotic webs to both of The Rhino's hands, and jumped over The-Rhino's head, causing both hands to hit The Rhino's face plate. Peter then pulled on both webs with as much force as he could and tried pulling Rhino to the ground, only for the larger of the two to use the webs to begin swinging Spider-Man around, and throw him into the pavement.

Prowler's fight with Shocker wasn't going much better; Shocker was using his gauntlets to keep Prowler at a distance. Prowler began trying to think of something, when he saw Spider-Man being thrown by The Rhino, and thought of something. He grabbed for his utility belt, and pulled out some wire, he then pretended to throw a punch at Shocker when in reality he was throwing the wire around Shocker's foot. Before the villain had a chance to react, Prowler had already pulled the thin wire and lifted the villain off his feet. He then pounced on top of Shocker and dug his claws into the gauntlets on Shocker's wrists.

"Game over pillowcase." Prowler said, before knocking him out with a punch. He turned to resume watching the fight between Spider-Man and Rhino. He saw that Spider-Man was now standing on top of Rhino's shoulders firing webs at his arms every time he took a swing, slowly slowing down the offending arms as web-fluid began leaking into the joints. Peter then jumped into the air and shot a web on Rhino's back, and began running in circles around him, slowly encasing him in a web-cocoon to thick even for him to break out of. Spider-Man stood in front of Rhino trying to struggle of the webs Peter just place his hand on Rhino and gentle pushed forward knocking over the metal giant.

"And that makes two…" Peter said. "Thanks for the help by the way… really appreciate it."

"Any time web-head." Prowler said, he then cast a look to Shocker's gauntlets, before looking at his own wrists. "Although this fight does give me an idea."

"Well, whatever it is… tell me later, I've got somewhere I need to be." Peter said, almost swinging off, only for someone to run up to them with a camera.

"Spidey! Could I get a picture before you go?" The guy asked, before Peter could answer he was already snapping pictures.

"Uh… who are you?" Peter asked.

"Brock sir, Eddie Brock, aspiring photographer." Eddie Brock said, checking the pictures he'd captured.

"Well I really need to get going so… see you around." Peter said, before swinging off. Prowler and Eddie Brock stood there for a moment in silence.

"Do you want a picture of me?" Prowler asked.

"Actually, I think I have to be somewhere too… So maybe next time." Brock said, walking off.

* * *

 **-=Sparky Sam's Welding Shop=-**

 **-=Manhattan=-**

Sam was sitting in his office drinking a soda watching the news for any reports on his old friend Tyler… or as he was being called now "One-Eye.". It had been a couple of months since he'd made Tyler's mask, and only one since he made Tyler's squad theirs. He continued watching the news until all the power in his shop went out.

"Damn it… did I forget to pay the bill again?" He asked. He grabbed a flashlight, and walked out into the shop, he made his way over to the fuze box and saw that four distinct slash marks had been made in it, although, ironically enough, the lock holding it shut was unscathed. "What the fuck?..." He tunred around only to come face-to-face with a mask with green glowing eye slits. He was grabbed by the collar and thrown halfway across the shop, and into the side of a car, which now had a noticable impression in the side. He shook the fuziness from his mind and looked up to see a blurry figure standing by the fuze box. Sam noticed that there were green lines and lights around his torso. The assailant flicked his right hand, extending metal claws from a glove on his hand, and scratched the wall, sending sparks down to a trail of gasoline that formed a path from the fuze box to the car, igniting it into a hellish path of flames ilumminating his form. What Sam saw were a series of tubes connected to a metal… thing on his chest that seemed to be pumping a glowing green fluid. There were also tubes connected to his arms, neck and legs. Aside from the aparatus on his torso, and the mask, the only thing he was wearing were a pair of jeans. Sam could also hear that the assailants breathing was raspy and labored. The mask's design was layered, with the centermost part of the mask, leading form the top of the forhead to the base of the chin, being the top layer, and the layers behind it were subsequently layered, the only openings on the mask were two green eye-slits. The assailant slowly began making his way forward.

"Fractured spine, possible concussion from impact, carpel tunnel in both wrists." The assailant said through the masks filter. "Now then before we get started I want to ask you a question, and I believe it is in your best interest to answer this question honestly. I'm going to ask you were someone is… someone you know."

"And if I refuse to answer?" Sam asked. His attacker raised his right hand and held out his pointer finger, and, with its blade still extended, began to push it into Sam's shoulder.

"I'll torture you until you tell me." The attacker said bluntly. "But if you cooperate, your death will be… relatively quick."

"W-who… are you looking for?" Sam asked. "And who the fuck are you?"

"A friend of yours, and someone who took everything from me… Tyler Lortor." The attacker retracted his blade from Sam's shoulder. "And all you need to know, is that I'm a hunter stalking my prey."


	34. Author's Note

So... it's been a while hasn't it? Sorry about that, but it's going to be quite a while longer before the next actual update. I've been reading over the story and have decided to rewrite it. The one that currently exists will still be here, I will post the rewrite as a separate story, and that is the one that I will update, after I catch it up that is.

With that being said, I'd like toto thank all of you for supporting this story.

until next time Mein Friends.


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